Michael S Burke Form 4 AECOM / Michael S Burke ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Burke Michael S

(Last) (First) (Middle)

C/O AECOM

1999 AVENUE OF THE STARS, SUITE 2600

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AECOM [ ACM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/12/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/12/2016		S(1)		2,909	D	$34	108,562	D
Common Stock								38,205.6306	I	by Merrill Lynch under AECOM Retirement & Savings Plan (RSP)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)							(3)	(3)	Common Stock	50,651		50,651	D
Restricted Stock Units	(2)							(3)	(3)	Common Stock	17,711		17,711	D
Restricted Stock Units	(2)							(4)	(4)	Common Stock	111,077		111,077	D
Restricted Stock Units	(2)							(5)	(5)	Common Stock	154,274		154,274	D
Restricted Stock Unit	(2)							(6)	(6)	Common Stock	140,375		140,375	D
Stock Options	$24.45							(7)	12/02/2016	Common Stock	58,140		58,140	D
Stock Options	$27.54							(8)	12/08/2017	Common Stock	66,561		66,561	D
Stock Options	$31.62							(9)	03/05/2024	Common Stock	638,570		638,570	D

Explanation of Responses:

1. The sales in this Form 4 were made pursuant to a 10b5-1 trading plan adopted on December 14, 2015.

2. Each restricted stock unit represents a contingent right to receive one share of AECOM common stock.

3. The restricted stock units vest in December 2016.

4. The restricted stock units vest in December 2017.

5. The restricted stock units vest in three equal annual installments beginning November 2017.

6. The restricted stock units vest in December 2018.

7. The option vests in three equal annual installments beginning on December 2, 2010.

8. The option vests in three equal annual installments beginning on December 8, 2011.

9. The option becomes exercisable, if at all, beginning on March 5, 2019 subject to (A) continued employment and (B) the average daily closing price of AECOM's common stock on the New York Stock Exchange during any consecutive 20 trading day period exceeding certain price hurdles.

	/s/ Preston Hopson, Attorney-in-Fact for Michael S. Burke	07/14/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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