Edgar Filing: AECOM TECHNOLOGY CORP

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Stotlar Douglas

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

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O AECOM, 1999 AVENUE OF THE STARS, SUITE 3700

3. Date of Earliest Transaction (Month/Day/Year)
10/17/2014

(Street)

LOS ANGELES, CA 90067

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	10/17/2014		A⁽¹⁾		13,889 ⁽²⁾	A	⁽¹⁾ ⁽²⁾	13,889	D

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽³⁾

10/17/2014

2,164

⁽⁴⁾

Common Stock

2,164

$ 0

2,164

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Stotlar Douglas C/O AECOM 1999 AVENUE OF THE STARS, SUITE 3700 LOS ANGELES, CA 90067	X

Signatures

/s/ Preston Hopson, Attorney-in-Fact for Douglas W. Stotlar		10/21/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The shares were acquired in the acquisition of URS Corporation (the "Merger") by AECOM Technology Corporation ("AECOM") under the Agreement and Plan of Merger, dated July 11, 2014, by and among AECOM, URS Corporation, ACM Mountain I, LLC and ACM Mountain II, LLC (the "Merger Agreement"). Upon consummation of the Merger, each share of URS Corporation's common and restricted stock was converted into the right to receive an amount, either in cash or AECOM common stock, at the election of the shareholder, with a value equal to $53.991 (the "Merger Consideration") (net of any required withholding taxes with respect to restricted stock holdings), calculated in accordance with the Merger Agreement and subject to the election, proration and adjustment procedures set forth in the Merger Agreement.
(2)	As of the date of this Form 4, the calculations related to the election, proration and adjustment procedures set forth in the Merger Agreement have not been completed. Accordingly, it is not possible at this time to determine the form of Merger Consideration to be received by the Reporting Person.
(3)	Each restricted stock unit represents a contingent right to receive one share of AECOM common stock.
(4)	The restricted stock units vest on March 4, 2015.

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