Stephen P. Cortinovis - May 17, 2021 Form 4 Insider Report for Aegion Corp (AEGN)

Role
Director
Signature
/s/ Mark A. Menghini, as Attorney-in-Fact for Stephen P. Cortinovis
Stock symbol
AEGN
Transactions as of
May 17, 2021
Transactions value $
$0
Form type
4
Date filed
5/19/2021, 06:25 PM
Next filing
Jan 26, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AEGN Common Stock Disposed to Issuer -55.7K -100% 0 May 17, 2021 Direct F1, F2
transaction AEGN Common Stock Disposed to Issuer -2.8K -100% 0 May 17, 2021 By Spouse in Individual Retirement Account F1, F2
transaction AEGN Common Stock Disposed to Issuer -26.7K -100% 0 May 17, 2021 By Trust F1, F2, F3
transaction AEGN Common Stock Disposed to Issuer -15.2K -100% 0 May 17, 2021 Individual Retirement Account F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Stephen P. Cortinovis is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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 Aegion Corporation (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.
F2 Pursuant to the Merger Agreement, at the effective time of the Merger: (a) each outstanding share of Common Stock (each, a "Share"), par value $0.01 per share, of the Company 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 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 Shares held in a trust of reporting person's spouse, to which reporting person is the primary beneficiary.