Brian N Carter Form 4 TETRA TECH / BRIAN N CARTER 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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, 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, Corporate Controller

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2021

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	11/18/2021		M		539(1)	A	$0	7,329	D
COMMON STOCK	11/18/2021		M		407(1)	A	$0	7,736	D
COMMON STOCK	11/18/2021		M		308(1)	A	$0	8,044	D
COMMON STOCK	11/18/2021		A		901(2)	D	$187.88	7,143	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	11/18/2021		A			539	11/18/2019(3)	11/18/2022	COMMON STOCK	539	$0	539	D
RESTRICTED STOCK UNITS (RIGHT TO RECEIVE)	$0.0	11/18/2021		A			407	11/18/2020(4)	11/21/2023	COMMON STOCK	407	$0	814	D
RESTRICTED STOCK UNITS (RIGHT TO RECEIVE)	$0.0	11/18/2021		A			308	11/18/2021(5)	11/19/2024	COMMON STOCK	308	$0	922	D

Explanation of Responses:

1. The award becomes vested as to 25% of the RSUs on the anniversary of the grant date.

2. Represents the combined number of shares withheld to pay the related tax liability on a total of 1,684 restricted stock units (RSUs) which vested on 11/18/2021.

3. The RSUs become vested as to 25% of the shares on November 18, 2019, and the anniversary of that date going forward until fully vested.

4. 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.

5. 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 Brian N. Carter	11/22/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.