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^*

MCDONALD KEVIN P

(Last)

(First)

(Middle)

3475 E. FOOTHILL BLVD.

(Street)

PASADENA

91107

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2011

3. Issuer Name and Ticker or Trading Symbol
TETRA TECH INC [ TTEK ]

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	694	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	01/20/2005⁽¹⁾	01/20/2014	COMOMN STOCK	1,100	$24.56	D
STOCK OPTION	11/15/2005⁽¹⁾	11/15/2014	COMMON STOCK	7,500	$13.42	D
STOCK OPTION	01/18/2006⁽¹⁾	01/18/2015	COMMON STOCK	1,500	$15.79	D
STOCK OPTION	03/06/2007⁽¹⁾	03/06/2014	COMMON STOCK	4,000	$18.07	D
STOCK OPTION	12/05/2007⁽¹⁾	12/05/2014	COMMON STOCK	5,000	$17.71	D
STOCK OPTION	11/16/2008⁽²⁾	11/16/2015	COMMON STOCK	5,500	$23.68	D
STOCK OPTION	11/14/2009⁽³⁾	11/14/2016	COMMON STOCK	5,500	$16.98	D
STOCK OPTION	11/13/2010⁽⁴⁾	11/13/2017	COMMON STOCK	5,500	$25.55	D
STOCK OPTION	11/12/2011⁽⁵⁾	11/12/2018	COMMON STOCK	5,500	$23.48	D

Explanation of Responses:

1. Fully vested.

2. The option granted on November 16, 2007 is vested as to 75%, remaining vest 25% annually.

3. The option granted on November 14, 2008 is vested as to 50%, remaining vest 25% annually.

4. The option granted on November 13, 2009 is vested as to 25%, remaining vest 25% annually.

5. The option becomes exercisable as to 25% of the shares on each anniversary of the grant date.

Remarks:

	Janis B. Salin for Kevin P. McDonald	11/10/2011
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.