SEC Form 4 · accession 0001104659-17-041170

· TRR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

James B Stephenson

Officer — Chief Strategy Officer

Period of report

Oct 17, 2016

Accepted (ET)

Jun 23, 2017 · 10:20 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
Common Stock^F1	Oct 17, 2016	F	5,353	$8.35	D	302,920	D
Common Stock^F1	Oct 28, 2016	F	3,006	$8.15	D	299,914	D
Common Stock^F2	Jun 21, 2017	A	10,043	$0.00	A	309,957	D
Common Stock^F3	Jun 21, 2017	J	77,051	—	D	232,906	D
Common Stock^F4	Jun 21, 2017	J	8,419	—	D	224,487	D
Common Stock^F5	Jun 21, 2017	D	224,487	$17.55	D	0	D

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1Represents the closing price of the common stock of TRC Companies, Inc. (the "Company") on the date of withholding.
F2Represents 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 Company's merger with affiliates of New Mountain Partners IV, L.P. (the "Effective Time").
F3Pursuant to a rollover agreement between the reporting person and Bolt Topco Holdings, L.L.C., an affiliate of Parent ("TopCo"), the reporting person contributed 77,051 shares of the Company's common stock to TopCo immediately prior to the Effective Time in exchange for exchange units in TopCo, at a value equal to the product of (i) the number of common shares contributed and (ii) $17.55 (the "Merger Consideration").
F4Pursuant to a rollover agreement between the reporting person and TopCo, 8,419 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) the Merger Consideration.
F5Represents 113,126 shares of the Company's common stock and 111,361 Restricted Awards 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. Each such Restricted Award vested immediately prior to the Effective Time (with unvested PSUs vesting in amounts corresponding to actual achievement of applicable performance goals as disclosed in note 2 above) and at the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration.