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)
10/05/2017

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	10/05/2017		M(1)		66,561	A	$27.54	220,923	D
Common Stock	10/05/2017		S		56,800	D	$36.86(2)	164,123	D
Common Stock								38,910.485	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
Stock Options	$27.54	10/05/2017		M			66,561	10/05/2017	12/08/2017	Common Stock	66,561	$0	0	D
Stock Options	$31.62							(4)	03/05/2024	Common Stock	638,570		638,570	D
Restricted Stock Unit	(3)							(5)	(5)	Common Stock	111,077		111,077	D
Restricted Stock Units	(3)							(6)	(6)	Common Stock	154,274		154,274	D
Restricted Stock Units	(3)							(7)	(7)	Common Stock	140,375		140,375	D
Restricted Stock Units	(3)							(8)	(8)	Common Stock	115,304		115,304	D

Explanation of Responses:

1. The sale in this Form 4 was made pursuant to a 10b5-1 trading plan adopted on September 1, 2017 solely to cover the option cost, taxes and other fees related to the exercise of the stock option that would have expired on December 8, 2017. After the transaction, the remaining 9,761 net shares continue to be held by Michael S. Burke.

2. This transaction was executed in multiple trades at prices ranging from $36.46 to $36.92. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

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

4. 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.

5. The restricted stock units vest in December 2017.

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

7. The restricted stock units vest in December 2018.

8. The restricted stock units vest in December 2019.

	/s/ Preston Hopson, Attorney-in-Fact for Michael S. Burke	10/06/2017
	** 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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