TETRA TECH INC — Director's Dealing 2012

Nov 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TETRA TECH INC (TTEK)
CIK: 0000831641
Period of Report: 2012-11-16

Reporting Person: CHU RONALD J (EXECUTIVE VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-16	COMMON STOCK	A	439	—	Acquired	20678	Direct
2012-11-16	COMMON STOCK	A	8350	—	Disposed	29028	Direct
2012-11-16	COMMON STOCK	F	1016	$24.26	Disposed	28012	Direct
2012-11-16	COMMON STOCK	F	1460	$24.26	Disposed	26552	Direct
2012-11-16	COMMON STOCK	F	823	$24.26	Disposed	25729	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-16	EMPLOYEE STOCK OPTION (RIGHT TO BUY)	$24.26	A	20875	Acquired	2020-11-16	COMMON STOCK (20875)	Direct
2012-11-16	RESTRICTED STOCK UNITS	$0	A	4175	Acquired	2016-11-16	COMMON STOCK (4175)	Direct

Footnotes

F1: n accordance with the Executive Compensation Policy, 120% of the installment vested on November 16, 2012 and 439 additional shares were issued to the reporting person.

F2: On November 16, 2012, 2,423 shares of restricted stock granted in November 2011 vested. Of the 2,423 vested shares, 1,016 shares were withheld to pay the related tax liability.

F3: On November 16, 2012, 2,197 shares of restricted stock granted in November 2011 vested. Of the 2,197 vested shares, 1,460 shares were withheld to pay the related tax liability.

F4: On November 16, 2012, 1,961 shares of restricted stock granted in November 2011 vested. Of the 1,961 vested shares, 823 shares were withheld to pay the related tax liability.

F5: The option becomes exercisable as to 25% of the shares on each anniversary of the grant date.

F6: Each restricted stock unit represents the right to receive, at settlement, one share of common stock.

F7: The restricted stock units vest in four equal annual installments beginning November 16, 2013.