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: BROWNLIE WILLIAM R (SENIOR VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-16	COMMON STOCK	A	220	—	Acquired	65183	Direct
2012-11-16	COMMON STOCK	A	4000	—	Acquired	69183	Direct
2012-11-16	COMMON STOCK	F	404	$24.26	Disposed	68779	Direct
2012-11-16	COMMON STOCK	F	485	$24.26	Disposed	68294	Direct
2012-11-16	COMMON STOCK	F	404	$24.26	Disposed	67890	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	10000	Acquired	2020-11-16	COMMON STOCK (10000)	Direct
2012-11-16	RESTRICTED STOCK UNITS	$0	A	2000	Acquired	2014-11-16	COMMON STOCK (2000)	Direct

Footnotes

F1: In accordance with the Executive Compensation Policy, 120% of the installment vested on November 16, 2012 and 220 additional shares were issued to the reporting person.

F2: On November 16, 2012, 1,100 shares of restricted stock granted in November 2011 vested. Of the 1,100 vested shares, 404 shares were withheld to pay the related tax liability.

F3: On November 16, 2012, 1,100 shares of restricted stock granted in November 2010 vested. Of the 1,100 vested shares, 485 shares were withheld to pay the related tax liability.

F4: On November 16, 2012, 1,100 shares of restricted stock granted in November 2009 vested. Of the 1,100 vested shares, 404 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.