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Form 4 AECOM For: Nov 09 Filed by: Burke Michael S

November 10, 2016 7:09 PM EST
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 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)
11/09/2016
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 11/09/2016   M (1)   58,140 A $ 24.45 166,702 D  
Common Stock 11/09/2016   S (1)   53,100 D $ 31 113,602 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
Stock Options $ 24.45 11/09/2016   M     58,140   (3) 12/02/2016 Common Stock 58,140 $ 0 0 D  
Stock Options $ 27.54               (4) 12/08/2017 Common Stock 66,561   66,561 D  
Stock Options $ 31.62               (5) 03/05/2024 Common Stock 638,570   638,570 D  
Restricted Stock Units (2)               (6)   (6) Common Stock 50,651   50,651 D  
Restricted Stock Units (2)               (6)   (6) Common Stock 17,711   17,711 D  
Restricted Stock Units (2)               (7)   (7) Common Stock 111,077   111,077 D  
Restricted Stock Units (2)               (8)   (8) Common Stock 154,274   154,274 D  
Restricted Stock Unit (2)               (9)   (9) Common Stock 140,375   140,375 D  
Explanation of Responses:
1. The transaction in this Form 4 was made pursuant to a 10b5-1 trading plan adopted on September 12, 2016, solely to cover the option cost, taxes, and other fees related to the exercise of the stock option. After the transaction, the remaining net shares of 5,040 continue to be held by the filer, Michael S. Burke.
2. Each restricted stock unit represents a contingent right to receive one share of AECOM common stock.
3. The stock option vests in three equal annual installments beginning on December 2, 2010.
4. The stock option vests in three equal annual installments beginning on December 8, 2011.
5. 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.
6. The restricted stock units vest in December 2016.
7. The restricted stock units vest in December 2017.
8. The restricted stock units vest in three equal annual installments beginning November 2017.
9. The restricted stock units vest in December 2018.
/s/ Preston Hopson, Attorney-in-Fact for Michael S. Burke 11/10/2016
** 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).
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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