Charles R. Gordon - May 17, 2021 Form 4 Insider Report for Aegion Corp (AEGN)

Role: President & CEO, Director
Signature: /s/ Mark A. Menghini, as Attorney-in-Fact for Charles R. Gordon
Stock symbol: AEGN
Transactions as of: May 17, 2021
Transactions value $: $0
Form type: 4
Date filed: 5/19/2021, 06:22 PM

Transactions Table

Type	Sym	Class	Transaction	Shares	Change %	Shares After	Date	Ownership	Footnotes
transaction	AEGN	Common Stock	Award	+147K	+53.7%	420K	May 17, 2021	Direct	F1
transaction	AEGN	Common Stock	Disposed to Issuer	-420K	-100%	0	May 17, 2021	Direct	F2
transaction	AEGN	Common Stock	Disposed to Issuer	-5.46K	-100%	0	May 17, 2021	Individual Retirement Account	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Charles R. Gordon 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.

Content

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).

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.