David F. Morris - May 17, 2021 Form 4 Insider Report for Aegion Corp (AEGN)

Role
EVP & Chief Financial Officer
Signature
/s/ Mark A. Menghini, as Attorney-in-Fact for David F. Morris
Stock symbol
AEGN
Transactions as of
May 17, 2021
Transactions value $
$0
Form type
4
Date filed
5/19/2021, 06:21 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AEGN Common Stock Award +82.7K +31.16% 348K May 17, 2021 Direct F1
transaction AEGN Common Stock Disposed to Issuer -348K -100% 0 May 17, 2021 Direct F2
transaction AEGN Common Stock Disposed to Issuer -3.5K -100% 0 May 17, 2021 Individual Retirement Account F2
transaction AEGN Common Stock Gift -3.3K -12.63% 22.8K May 13, 2021 By Spouse F3, F4
transaction AEGN Common Stock Disposed to Issuer -22.8K -100% 0 May 17, 2021 By Spouse F2, F4
transaction AEGN Common Stock Disposed to Issuer -2.95K -100% 0 May 17, 2021 By Spouse in Individual Retirement Account F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

David F. Morris is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents shares of Common Stock (each, a "Share"), par value $0.01 per share, of Aegion Corporation (the "Company") that are subject to performance units ("PUs"). On May 17, 2021, Carter Acquisition, Inc., a Delaware corporation ("Merger Sub") and a wholly-owned subsidiary of Carter Intermediate, Inc., a Delaware corporation ("Parent"), merged with and into the Company, with the Company continuing as the surviving corporation (the "Merger"), pursuant to the previously announced Agreement and Plan of Merger, dated February 16, 2021 and amended on March 13, 2021 and April 13, 2021 (the "Merger Agreement") among Parent, Merger Sub and the Company. Pursuant to the Merger Agreement, each PU outstanding immediately prior to the consummation of the Merger became fully vested based on the greater of target and actual performance (as applicable).
F2 At the effective time of the Merger: (a) each outstanding Share was cancelled and thereafter entitled the Reporting Person to receive $30 in cash without interest and less any applicable tax withholdings (the "Merger Consideration") and (b) each restricted stock unit, PU, and deferred stock unit (each a "Stock Unit") outstanding immediately prior to the consummation of the Merger became fully vested (to the extent unvested) and was canceled and converted into the right to receive, for each Share subject to such then-vested Stock Unit, the Merger Consideration.
F3 Gift to Schwab Charitable Fund on May 13, 2021.
F4 The reporting person acquired beneficial ownership of these shares upon his marriage to the owner of the shares. The reporting person disclaims that he is the beneficial owner of these shares.