Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gan David Y.

(Last)

(First)

(Middle)

C/O AECOM

13355 NOEL RD, SUITE 400

(Street)

DALLAS

75240

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF LEGAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/15/2024		M⁽¹⁾		6,426	A	$0⁽¹⁾	53,560	D
Common Stock⁽²⁾	12/15/2024		A		5,381	A	$0	58,941	D
Common Stock	12/15/2024		A⁽³⁾		13,466	A	$0	72,407	D
Common Stock	12/15/2024		F⁽⁴⁾		10,494	D	$111.51	61,913	D
Common Stock	12/16/2024		S		3,951	D	$111.05⁽⁵⁾	57,962	D
Common Stock	12/16/2024		S		7,549	D	$111.67⁽⁶⁾	50,413	D
Common Stock	12/17/2024		S		6,362	D	$110.19⁽⁷⁾	44,051	D
Common Stock	12/18/2024		S		3,036	D	$111⁽⁷⁾	41,015	D
Common Stock								515.79	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	12/15/2024		M			6,426	⁽¹⁾	⁽¹⁾	Common Stock	6,426	⁽¹⁾	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive, upon vesting, one share of the Issuer's common stock. These restricted stock units were granted on December 15, 2021, and vested in full on December 15, 2024.

2. Represents annual grant of restricted stock units. Each restricted stock unit represents a contingent right to receive, upon vesting, one share of the Issuer's common stock in accordance with the Issuer's 2020 Stock Incentive Plan. The restricted stock units vest in full on December 15, 2027, subject to continued service through the vesting date.

3. Represents shares acquired pursuant to AECOM's Performance Earnings Program under the 2020 Stock Incentive Plan.

4. Represents shares of common stock withheld by the Issuer to satisfy certain tax withholding obligations in connection with the vesting of the restricted stock units and shares acquired under the Performance Earnings Program.

5. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $110.39 to $111.37. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the range noted in this footnote. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 20, 2024.

6. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $111.42 to $111.93. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the range noted in this footnote. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 20, 2024.

7. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 20, 2024.

Remarks:

	Matt Benson, Attorney-in-Fact for David Gan	12/18/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.