UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Ecology and Environment, Inc.
(Name of Issuer)
Class A Common Stock, $0.01 par value
(Title of Class of Securities)
278878103
(CUSIP Number)
Mill Road Capital II, L.P.
Attn: Thomas E. Lynch
382 Greenwich Avenue
Suite One
Greenwich, CT 06830
203-987-3500
With copies to:
| Peter M. Rosenblum, Esq. Foley Hoag LLP 155 Seaport Blvd. Boston, MA 02210 617-832-1151 |
Paul Bork, Esq. Foley Hoag LLP 155 Seaport Blvd. Boston, MA 02210 617-832-1113 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 10, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 278878103 | 13D | Page 2 of 7 Pages |
| 1. | Names of Reporting Persons.
Thomas E. Lynch | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
| ||||
| 8. | Shared Voting Power
463,072 | |||||
| 9. | Sole Dispositive Power
| |||||
| 10. | Shared Dispositive Power
463,072 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
463,072 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
15.43% | |||||
| 14. | Type of Reporting Person (See Instructions)
HC; IN | |||||
| CUSIP No. 278878103 | 13D | Page 3 of 7 Pages |
| 1. | Names of Reporting Persons.
Scott P. Scharfman | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
| ||||
| 8. | Shared Voting Power
463,072 | |||||
| 9. | Sole Dispositive Power
| |||||
| 10. | Shared Dispositive Power
463,072 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
463,072 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
15.43% | |||||
| 14. | Type of Reporting Person (See Instructions)
HC; IN | |||||
| CUSIP No. 278878103 | 13D | Page 4 of 7 Pages |
| 1. | Names of Reporting Persons
Mill Road Capital II GP LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
463,072 | ||||
| 8. | Shared Voting Power
| |||||
| 9. | Sole Dispositive Power
463,072 | |||||
| 10. | Shared Dispositive Power
| |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
463,072 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
15.43% | |||||
| 14. | Type of Reporting Person (See Instructions)
HC; OO | |||||
| CUSIP No. 278878103 | 13D | Page 5 of 7 Pages |
| 1. | Names of Reporting Persons.
Mill Road Capital II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
463,072 | ||||
| 8. | Shared Voting Power
| |||||
| 9. | Sole Dispositive Power
463,072 | |||||
| 10. | Shared Dispositive Power
| |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
463,072 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
15.43% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
CUSIP No. 278878103
This Amendment No. 6 to the joint statement on Schedule 13D with respect to the Class A Common Stock, $0.01 par value, of Ecology and Environment, Inc., a New York corporation filed by the undersigned on July 23, 2015, as amended by Amendment No. 1 filed on October 28, 2016, by Amendment No. 2 filed on March 2, 2017, by Amendment No. 3 filed on March 9, 2017, by Amendment No. 4 filed on March 22, 2017, and by Amendment No. 5 filed on April 4, 2017 (collectively, the “Schedule 13D”), further amends and supplements the Schedule 13D as follows:
1. Item 4 of the Schedule 13D shall hereby be amended by inserting the following paragraph between the fourteenth and fifteenth paragraphs:
“On April 10, 2017, the Fund delivered a letter to the stockholders of the Issuer, attached hereto as Exhibit 24, urging them to vote the GREEN proxy card to elect the Nominees to the board of directors of the Issuer in connection with the Fund’s potential solicitation of proxies in support of the Nominees.”
2. Except as expressly modified hereby, all statements contained in the Schedule 13D remain unchanged.
[signature pages follow]
CUSIP No. 278878103
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| DATE: | April 10, 2017 | |
| MILL ROAD CAPITAL II, L.P. | ||
| By: | Mill Road Capital II GP LLC, | |
| its General Partner | ||
| By: | /s/ Justin C. Jacobs | |
| Justin C. Jacobs | ||
| Management Committee Director | ||
| MILL ROAD CAPITAL II GP LLC | ||
| By: | /s/ Justin C. Jacobs | |
| Justin C. Jacobs | ||
| Management Committee Director | ||
| THOMAS E. LYNCH | ||
| By: | /s/ Justin C. Jacobs | |
| Justin C. Jacobs, duly authorized | ||
| SCOTT P. SCHARFMAN | ||
| By: | /s/ Justin C. Jacobs | |
| Justin C. Jacobs, duly authorized | ||