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: BATRACK DAN L (Director, CHIEF EXECUTIVE OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-16	COMMON STOCK	A	1666	—	Acquired	131714	Direct
2012-11-16	COMMON STOCK	A	37000	—	Acquired	168714	Direct
2012-11-16	COMMON STOCK	F	4255	$24.26	Disposed	164459	Direct
2012-11-16	COMMON STOCK	F	4668	$24.26	Disposed	159791	Direct
2012-11-16	COMMON STOCK	F	3668	$24.26	Disposed	156123	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	102500	Acquired	2020-11-16	COMMON STOCK (102500)	Direct
2012-11-16	RESTRICTED STOCK UNITS	$0	A	18500	Acquired	2016-11-16	COMMON STOCK (18500)	Direct

Footnotes

F1: In accordance with the Executive Compensation Policy, 120% of the installment vested on November 16, 2012 and 1,666 additional shares were issued to the reporting person.

F2: On November 16, 2012, 10,000 shares of restricted stock granted in November 2011 vested. Of the 10,000 vested shares, 4,255 shares were withheld to pay the related tax liability.

F3: On November 16, 2012, 8,333 shares of restricted stock granted in November 2010 vested. Of the 8,333 vested shares, 4,668 shares were withheld to pay the related tax liability.

F4: On November 16, 2012, 10,000 shares of restricted stock granted in November 2009 vested. Of the 10,000 vested shares, 3,668 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: The restricted stock units vest in four equal annual installments beginning November 16, 2013.

F7: Each restricted stock unit represents the right to receive, at settlement, one share of common stock.