TETRA TECH INC — Director's Dealing 2015

Nov 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TETRA TECH INC (TTEK)
CIK: 0000831641
Period of Report: 2015-11-20

Reporting Person: BURDICK STEVEN M (EVP AND CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-20	COMMON STOCK	D	2133	—	Disposed	31452	Direct
2015-11-20	COMMON STOCK	A	5218	—	Acquired	36670	Direct
2015-11-21	COMMON STOCK	F	462	$27.16	Disposed	36208	Direct
2015-11-22	COMMON STOCK	A	1013	—	Acquired	37221	Direct
2015-11-22	COMMON STOCK	F	1333	$27.16	Disposed	35888	Direct
2015-11-22	COMMON STOCK	F	358	$27.16	Disposed	35530	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-20	STOCK OPTION (RIGHT TO BUY)	$27.16	A	17622	Acquired	2025-11-20	COMMON STOCK (17622)	Direct

Footnotes

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

F2: In accordance with the Executive Compensation Policy, 2,133 shares of restricted stock granted on 11/16/2012 were canceled on 11/20/2015 when certain performance conditions were not achieved.

F3: 5,218 restricted stock units (RSUs) were awarded to the reporting person on November 20, 2015. The RSUs become vested as to 25% of the shares on each anniversary of the grant date.

F4: 462 of the shares underlying RSUs which vested on 11/21/2015 were withheld to pay the related tax liability.

F5: In accordance with the Executive Compensation Policy, 140% of one restricted stock installment granted on 11/22/2013 became vested on 11/22/2015, and 1,013 addtional shares were issued to the reporting person.

F6: 1,333 of the shares underlying restricted stock which vested on 11/22/2015 were withheld to pay the related tax liability.

F7: 358 of the shares underlying RSUs which vested on 11/22/2015 were withheld to pay the related tax liability.