SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Zarider David

(Last)

(First)

(Middle)

TRC COMPANIES, INC.

21 GRIFFIN ROAD NORTH

(Street)

WINDSOR

06095

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2011

3. Issuer Name and Ticker or Trading Symbol
TRC COMPANIES INC /DE/ [ TRR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, .10 par value	6,550⁽¹⁾	D
Common Stock, .10 par value	20,000⁽²⁾	D
Common Stock, .10 par value	37,500⁽³⁾	D
Common Stock, .10 par value	25,000⁽⁴⁾	D
Common Stock, .10 par value	25,000⁽⁵⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option - non-qualified	07/26/2007	07/26/2014	Common Stock	14,125⁽⁶⁾	$11.47	D
Stock Option - non-qualified	07/26/2007	07/26/2014	Common Stock	10,000	$11.47	D
Stock Option - non-qualified	12/07/2007	12/07/2014	Common Stock	2,500⁽⁷⁾	$7.9	D

Explanation of Responses:

1. Shares awarded at $11.47 vest over a 4 year period ending 7/26/2011

2. Shares awarded at $2.90 vest over a 4 year period ending 9/9/2012

3. Shares awarded at $3.59 vest over a 4 year period ending 9/29/2013

4. Shares awarded at $2.88 shall vest over a 4 year period ending 8/16/2014

5. Shares awarded at $2.88 shall vest over a 4 year period ending 8/16/2014 if the Company meets a certain EBITDA objective for each fiscal year in the vesting period

6. Options vest over a 4 year period ending 7/26/2011

7. Options vest over a 4 year period ending 12/7/2011

	David Zarider	02/09/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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