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: GROSS FRANK C JR (EXECUTIVE VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-16	COMMON STOCK	A	5200	—	Acquired	34318	Direct
2012-11-16	COMMON STOCK	F	1764	$24.26	Disposed	32554	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	13000	Acquired	2020-11-16	COMMON STOCK (13000)	Direct
2012-11-16	RESTRICTED STOCK UNITS	$0	A	2600	Acquired	2016-11-16	COMMON STOCK (2600)	Direct

Footnotes

F1: The option becomes exercisable as to 25% of the shares on each anniversary of the grant date.

F2: On November 16, 2012, 6,667 shares of restricted stock granted in November 2011 vested. Of the 6,667 vested shares, 1,764 shares were withheld to pay the related tax liability.

F3: Each restricted stock unit represents the right to receive, at settlement, one share of common stock.

F4: The restricted stock units vest in four equal annual installments beginning November 16, 2013.