SEC Form 4 · accession 0001104659-17-041169
TRC COMPANIES INC /DE/ · TRR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Mayer
Officer — Senior Vice President
Period of report
Jun 21, 2017
Accepted (ET)
Jun 23, 2017 · 10:19 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000103096
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 21, 2017 | A | 5,640 | $0.00 | A | 173,672 | D | |
| Common StockF2 | Jun 21, 2017 | J | 68,140 | — | D | 105,532 | D | |
| Common StockF3 | Jun 21, 2017 | D | 105,532 | $17.55 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents adjustments to previously reported grants of performance stock units ("PSUs") to reflect actual payout levels of (i) 150% for fiscal 2015, (ii) 55% for fiscal 2016 and (iii) 133% for fiscal 2017 based on actual achievement as of the June 21, 2017 effective time of the merger of TRC Companies, Inc. (the "Company") with affiliates of New Mountain Partners IV, L.P. (the "Effective Time").
- F2Pursuant to a rollover agreement between the reporting person and Bolt Topco Holdings, L.L.C., an affiliate of Parent ("TopCo"), 68,140 unvested restricted stock units and PSUs (collectively, "Restricted Awards") held by the reporting person were converted into incentive units of TopCo immediately prior to the Effective Time, at a value equal to the product of (i) the number of converted Restricted Awards and (ii) $17.55 (the "Merger Consideration").
- F3Represents 105,532 shares of the Company's common stock held 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 the Merger Consideration.