SEC Form 4 · accession 0001104659-17-041173

· TRR

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

Reporting owner

John W Cowdery

Officer — Senior Vice President

Period of report

Sep 5, 2016

Accepted (ET)

Jun 23, 2017 · 10:22 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	Sep 5, 2016	F	2,610	$8.72	D	122,728	D
Common Stock^F1	Oct 17, 2016	F	5,089	$8.35	D	117,639	D
Common Stock^F1	Oct 28, 2016	F	2,382	$8.15	D	115,257	D
Common Stock^F1	Apr 1, 2017	F	3,946	$17.45	D	111,311	D
Common Stock^F2	Jun 21, 2017	A	6,368	$0.00	A	117,679	D
Common Stock^F3	Jun 21, 2017	J	22,793	—	D	94,886	D
Common Stock^F4	Jun 21, 2017	D	94,886	$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 vesting date or, with respect to a vesting date that fell on a non-business day, the closing price of the Company's common stock on the immediately preceding business day.
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"), 22,793 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").
F4Represents 38,124 shares of the Company's common stock and 56,762 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.