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: BROWNLIE WILLIAM R (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-20	COMMON STOCK	D	1333	—	Disposed	66668	Direct
2015-11-20	COMMON STOCK	A	2853	—	Acquired	69521	Direct
2015-11-21	COMMON STOCK	F	256	$27.16	Disposed	69265	Direct
2015-11-22	COMMON STOCK	A	560	—	Acquired	69825	Direct
2015-11-22	COMMON STOCK	F	738	$27.16	Disposed	69087	Direct
2015-11-22	COMMON STOCK	F	198	$27.16	Disposed	68889	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	9633	Acquired	2025-11-20	COMMON STOCK (9633)	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, 1,333 shares of restricted stock granted on 11/16/2012 were canceled on 11/20/2015 when certain performance conditions were not achieved.

F3: 2,853 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: 256 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 560 addtional shares were issued to the reporting person.

F6: 738 of the shares underlying restricted stock which vested on 11/22/2015 were withheld to pay the related tax liability.

F7: 198 of the shares underlying RSUs which vested on 11/22/2015 were withheld to pay the related tax liability.