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Form 4 AECOM For: May 19 Filed by: Dionisio John M

May 21, 2015 7:19 PM EDT
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 *
Dionisio John M

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2015
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 05/19/2015   M   40,000 A $ 23.94 101,352 D  
Common Stock 05/19/2015   S (1)   40,000 D $ 34 61,352 D  
Common Stock 05/21/2015   M   45,392 A $ 23.94 106,744 D  
Common Stock 05/21/2015   S (1)   45,392 D $ 34 61,352 D  
Common Stock               114,948 I by John M Dionisio Family Irrevocable Trust
Common Stock               87,958.4566 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
Employee Stock Option $ 23.94 05/19/2015   M     40,000   (2) 12/01/2015 Common Stock 40,000 $ 0 45,392 D  
Employee Stock Option $ 23.94 05/21/2015   M     45,392   (2) 12/01/2015 Common Stock 45,392 $ 0 0 D  
Employee Stock Option $ 24.45               (3) 12/02/2016 Common Stock 145,349   145,349 D  
Employee Stock Option $ 27.54               (4) 12/08/2017 Common Stock 4,083   4,083 D  
Restricted Stock Unit (5)               (6)   (6) Common Stock 107,903   107,903 D  
Restricted Stock Unit (5)               (7)   (7) Common Stock 84,209   84,209 D  
Restricted Stock Unit (5)               (8)   (8) Common Stock 4,327   4,327 D  
Explanation of Responses:
1. The sale in this Form 4 was made pursuant to a 10b5-1 trading plan adopted on December 4, 2014.
2. The options vested in three equal annual installments beginning on December 1, 2009.
3. The options vested in three equal annual installments beginning on December 2, 2010.
4. The options vested in three equal annual installments beginning on December 8, 2011.
5. Each restricted stock unit represents a contingent right to receive one share of AECOM common stock.
6. The restricted stock units vest in December 2015.
7. The restricted stock units vest in December 2016.
8. The restricted stock units vest on the earlier of March 4, 2016 or the date of the Corporation's 2016 Annual Meeting of Stockholders.
/s/ Preston Hopson, Attorney-in-Fact for John M. Dionisio 05/21/2015
** 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.


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