Dan L Batrack Form 4 TETRA TECH / DAN L BATRACK ownership change

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^*

BATRACK DAN L

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CHAIRMAN AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2016

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	06/09/2016		M		43,239	A	$16.98	245,390(3)	D
COMMON STOCK	06/09/2016		S		43,239	D	$30.9366(4)	202,151	D
COMMON STOCK	06/10/2016		M		4,361	A	$16.98	206,512	D
COMMON STOCK	06/10/2016		S		4,361	D	$30.6108(5)	202,151	D
COMMON STOCK	06/10/2016		M		2,400	A	$16.98	204,551	D
COMMON STOCK	06/10/2016		S		2,400	D	$30.4227(6)	202,151	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
STOCK OPTION (RIGHT TO BUY)	$16.98	06/09/2016		M			43,239	11/14/2012(1)	11/14/2016(2)	COMMON STOCK	43,239	$0	6,761	D
STOCK OPTION (RIGHT TO BUY)	$16.98	06/10/2016		M			6,761	11/14/2012(1)	11/14/2016(2)	COMMON STOCK	6,761	$0	0	D

Explanation of Responses:

1. Option became fully exercisable on November 14, 2012.

2. Option expires in current calendar year.

3. In addition to the 43,239 shares acquired in the option exercise, the reporting person acquired 221 shares of common stock pursuant to the company's Employee Stock Purchase Plan (ESPP) on December 15, 2015.

4. $30.9366 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.90 to $30.9875.

5. $30.6108 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.55 to $30.71.

6. $30.4227 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.42 to $30.44.

Remarks:

	JANIS SALIN for DAN L. BATRACK	06/13/2016
	** 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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