SEC FORM 4

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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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^*

CARTER BRIAN N

(Last)

(First)

(Middle)

3475 EAST FOOTHILL BOULEVARD

(Street)

PASADENA,

91107

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TETRA TECH INC [ TTEK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP and Corporate Controller

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	11/20/2015		D		1,333⁽²⁾	D	$0	8,821	D
COMMON STOCK	11/20/2015		A		2,551⁽³⁾	A	$0	11,372	D
COMMON STOCK	11/21/2015		F		215⁽⁴⁾	D	$27.16	11,157	D
COMMON STOCK	11/22/2015		A		471⁽⁵⁾	A	$0	11,628	D
COMMON STOCK	11/22/2015		F		782⁽⁶⁾	D	$27.16	10,866	D
COMMON STOCK	11/22/2015		F		167⁽⁷⁾	D	$27.16	10,699	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
STOCK OPTION (RIGHT TO BUY)	$27.16	11/20/2015		A		8,615		11/20/2016⁽¹⁾	11/20/2025	COMMON STOCK	8,615	$0	8,615	D

Explanation of Responses:

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

2. 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.

3. 2,551 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.

4. 215 of the shares underlying RSUs which vested on 11/21/2015 were withheld to pay the related tax liability.

5. 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 471 addtional shares were issued to the reporting person.

6. 782 of the shares underlying restricted stock which vested on 11/22/2015 were withheld to pay the related tax liability.

7. 167 of the shares underlying RSUs which vested on 11/22/2015 were withheld to pay the related tax liability.

Remarks:

	JANIS B. SALIN FOR BRIAN N. CARTER	11/24/2015
	** 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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