SEC Form 4 · accession 0001104659-17-041177
TRC COMPANIES INC /DE/ · TRR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas W Bennet Jr.
Officer — Senior VP & CFO
Period of report
Aug 22, 2016
Accepted (ET)
Jun 23, 2017 · 10:27 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 | Aug 22, 2016 | F | 2,625 | $6.25 | D | 529,261 | D | |
| Common StockF1 | Sep 5, 2016 | F | 4,705 | $8.72 | D | 524,556 | D | |
| Common StockF1 | Oct 17, 2016 | F | 8,411 | $8.35 | D | 516,145 | D | |
| Common StockF1 | Oct 28, 2016 | F | 3,865 | $8.15 | D | 512,280 | D | |
| Common StockF2 | Jun 21, 2017 | A | 14,978 | $0.00 | A | 527,258 | D | |
| Common StockF3 | Jun 21, 2017 | D | 527,258 | $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").
- F3Represents 362,118 shares of the Company's common stock and 165,140 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 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.