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*
BROWNLIE WILLIAM R

(Last) (First) (Middle)
3475 EAST FOOTHILL BOULEVARD

(Street)
PASADENA, CA 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, Chief Engineer
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2020
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 11/18/2020 M 539 A $0(1) 84,677 D
COMMON STOCK 11/18/2020 M 408(2) A $0(1) 85,085 D
COMMON STOCK 11/18/2020 A 6,878 A $0(3) 91,963 D
COMMON STOCK 11/18/2020 F 3,749 D $122(4) 88,214 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
RESTRICTED STOCK UNITS (RIGHT TO RECEIVE) $0.0 11/18/2020 M 539 11/18/2019(5) 11/18/2022 COMMON STOCK 539 $0 1,078 D
RESTRICTED STOCK UNITS (RIGHT TO RECEIVE) $0.0 11/18/2020 M 408 11/18/2020(6) 11/18/2023 COMMON STOCK 408 $0 1,221 D
RESTRICTED STOCK UNITS (RIGHT TO RECEIVE) $0.0 11/19/2020 A 1,230 11/18/2021(7) 11/19/2024 COMMON STOCK 1,230 $0 1,230 D
Explanation of Responses:
1. Shares automatically acquired upon the vesting of restricted stock units (RSUs).
2. 82 of the RSUs vested on 11/18/2020 are subject to the Reporting Person's deferral into the Issuer's Deferred Compensation Plan, and will be settled in shares of the Issuer's common stock according to the Reporting Person's elected distribution schedule.
3. Shares acquired pursuant to vesting of performance stock units (PSUs) earned under 2015 Equity Incentive Plan.
4. Represents the combined number of shares withheld to pay the related tax liability on a total of 6,878 performance stock units (PSUs) and 1,782 restricted stock units (RSUs) which were vested and released on 11/18/2020.
5. The restricted stock units (RSUs) become vested as to 25% of the shares underlying the RSUs on November 18, 2019, and on each of anniversary of that date until the RSUs are fully vested.
6. The RSUs become vested as to 25% of the shares on November 18, 2020, and the anniversary of that date going forward until fully vested.
7. The RSUs become vested as to 25% of the shares on November 18, 2021, and the anniversary of that date going forward until fully vested.
Remarks:
/s/ Preston Hopson, Attorney-in-fact for William R. Brownlie 11/20/2020
** 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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