SEC Form 4 · accession 0001104659-17-041174
TRC COMPANIES INC /DE/ · TRR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martin H Dodd
Officer — SVP, Corp. Sec. & Gen Counsel
Period of report
Jun 21, 2017
Accepted (ET)
Jun 23, 2017 · 10:23 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 | 5,603 | $0.00 | A | 134,776 | D | |
| Common StockF2 | Jun 21, 2017 | D | 134,776 | $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").
- F2Represents 75,173 shares of the Company's common stock, including 2,195 shares held through the Company's 401(k) plan, and 59,603 unvested restricted stock units and PSUs (collectively, "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 $17.55 (the "Merger Consideration"). Each 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 1 above) and at the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration.