Carrig John A Form 4 TRC COMPANIES / JOHN A CARRIG 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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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^*

CARRIG JOHN A

(Last) (First) (Middle)

920 MEMORIAL CITY WAY, SUITE 800

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TRC COMPANIES INC /DE/ [ TRR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/21/2017

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	06/21/2017		D		74,769(1)(2)	D	$17.55	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

Explanation of Responses:

1. Represents 69,955 deferred stock awards held under the TRC Companies, Inc. (the "Company") Directors' Deferred Compensation Plan, including 1,179 deferred stock awards received in lieu of cash fees earned by the reporting person for the quarter ended March 31, 2017, and 4,814 unvested restricted stock units ("RSUs") held prior to the June 21, 2017 effective time (the "Effective Time") of the Company's merger with Bolt Infrastructure Merger Sub, Inc., pursuant to which the Company became a wholly owned subsidiary of Bolt Infrastructure Parent, Inc.

2. The shares underlying the deferred stock awards were issued as shares of the Company's common stock prior to the Effective Time. At the Effective Time, each share of the Company's common stock was cancelled and converted into the right to receive cash in an amount per share (subject to any applicable withholding tax) equal to $17.55, without interest (the "Merger Consideration"). The unvested RSUs vested immediately prior to the Effective Time and at the Effective Time were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of RSUs and (ii) the Merger Consideration.

	/s/ Martin H. Dodd as attorney-in-fact on behalf of John A. Carrig	06/23/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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