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^*

PAGENKOPF JAMES R

(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)
	EXECUTIVE VICE PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2012

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	11/16/2012		A		430⁽¹⁾	A	$0	51,112	D
COMMON STOCK	11/16/2012		A		8,600	A	$0	59,712	D
COMMON STOCK	11/16/2012		F		770⁽²⁾	D	$24.26	58,942	D
COMMON STOCK	11/16/2012		F		832⁽³⁾	D	$24.26	58,110	D
COMMON STOCK	11/16/2012		F		355⁽⁴⁾	D	$24.26	57,755	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)
EMPLOYEE STOCK OPTION (RIGHT TO BUY)	$24.26	11/16/2012		A		21,500		11/16/2013⁽⁵⁾	11/16/2020	COMMON STOCK	21,500	$0	129,053	D
RESTRICTED STOCK UNITS	$0⁽⁶⁾	11/16/2012		A		4,300		11/16/2013⁽⁷⁾	11/16/2016	COMMON STOCK	4,300	$0	133,353	D

Explanation of Responses:

1. In accordance with the Executive Compensation Policy, 120% of the installment vested on November 16, 2012 and 430 additional shares were issued to the reporting person.

2. On November 16, 2012, 2,388 shares of restricted stock granted in November 2011 vested. Of the 2,388 vested shares, 770 shares were withheld to pay the related tax liability.

3. On November 16, 2012, 2,150 shares of restricted stock granted in November 2010 vested. Of the 2,150 vested shares, 832 shares were withheld to pay the related tax liability.

4. On November 16, 2012, 1,100 shares of restricted stock granted in November 2009 vested. Of the 1,100 vested shares, 355 shares were withheld to pay the related tax liability.

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

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

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

Remarks:

	JANIS SALIN for JAMES R. PAGENKOPF	11/17/2012
	** 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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