SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BISHOP THOMAS W
(Last) (First) (Middle)
600 MONTGOMERY ST.
26TH FLOOR
(Street)
SAN FRANCISCO CA 94111
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
URS CORP /NEW/ [ URS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior VP, IE Div
3. Date of Earliest Transaction (Month/Day/Year)
10/17/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/17/2014 D(1)(2) 85,765 D (1)(2) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance-Based Restricted Stock Units $0.00 10/17/2014 D 7,500 (3) (3) Common Stock 7,500 $0.00 0 D
Performance-Based Restricted Stock Units $0.00 10/17/2014 D 10,000 (2)(4) (2)(4) Common Stock 10,000 (2)(4) 0 D
Explanation of Responses:
1. The shares were disposed of in the acquisition of the Issuer (the "Merger") by AECOM Technology Corporation ("AECOM") under the Agreement and Plan of Merger, dated July 11, 2014, by and among AECOM, the Issuer, ACM Mountain I, LLC and ACM Mountain II, LLC (the "Merger Agreement"). Upon consummation of the Merger, each share of the Issuer's common stock was converted into the right to receive an amount, either in cash or AECOM common stock, at the election of the shareholder, with a value equal to $53.991 (the "Merger Consideration") (net of any required withholding taxes with respect to restricted stock holdings), calculated in accordance with the Merger Agreement and subject to the election, proration and adjustment procedures set forth in the Merger Agreement. Amount includes 28,251 shares of restricted stock (the acquisition of which was previously reported in Table I) that fully vested immediately prior to consummation of the Merger.
2. As of the date of this Form 4, the calculations related to the election, proration and adjustment procedures set forth in the Merger Agreement have not been completed. Accordingly, it is not possible at this time to determine the form of Merger Consideration to be received by the Reporting Person.
3. The performance restricted stock units, which provided for vesting on May 1, 2016 were cancelled in connection with the Merger for no consideration.
4. The restricted stock units subject to performance-based conditions vested in full (based on the deemed achievement of the performance goals at target level) immediately prior to consummation of the Merger and were disposed of in the Merger in exchange for the right to receive the Merger Consideration, in the form of cash or AECOM common stock, at the Reporting Person's election, subject to proration and adjustment, along with any corresponding accrued but unpaid dividends (less applicable tax withholding). The restricted stock units were reported previously in Table II at grant based on the target number of shares of Common Stock issuable upon vesting and the target amounts are reflected in this table.
Remarks:
/s/ Charles Szurgot as Attorney-in-Fact for Thomas W. Bishop 10/21/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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