8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 20, 2013

Tutor Perini Corporation

(Exact name of registrant as specified in its charter)

____________________

Massachusetts (State or other jurisdiction of incorporation or organization) 1-6314 (Commission file number) 04-1717070 (I.R.S. Employer Identification No.)

15901 Olden Street, Sylmar, California 91342-1093

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (818) 362-8391

None

(Former name or former address, if changed since last report)

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.         Entry into a Material Definitive Agreement

Amendment to Shareholders Agreement

On March 20, 2013, Tutor Perini Corporation (the “Company”) and Ronald N. Tutor, as shareholder representative, entered into Amendment No. 4 (the “Amendment”) to the Shareholders Agreement, dated April 2, 2008, as amended on September 17, 2010, June 2, 2011 and September 13, 2011 (the “Shareholders Agreement”).  The Amendment accelerates the date at which the transfer restrictions contained in Section 5 of the Shareholders Agreement terminate to March 20, 2013 (previously the first Business Day following the Transfer Restriction Termination Date), provided that such termination shall not relieve any party of liability for such party’s breach of Section 5 prior to such termination.  Mr. Tutor requested the Amendment to provide the flexibility to manage his portfolio in the manner he deems most appropriate.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Item 9.01.         Financial Statements and Exhibits

(d) Exhibits.

4.1 Amendment No. 4 of the Shareholders Agreement, dated as of March 20, 2013, by and between Tutor Perini Corporation and Ronald N. Tutor, as shareholder representative.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Tutor Perini Corporation
Dated: March 20, 2013	By: /s/ Michael J. Kershaw
	Michael J. Kershaw Executive Vice President and Chief Financial Officer

EX-4.1

Exhibit 4.1

AMENDMENT NO. 4 TO THE SHAREHOLDERS AGREEMENT

This AMENDMENT NO. 4 TO THE SHAREHOLDERS AGREEMENT (this “Amendment”) is entered into as of March 20, 2013 by and between Tutor Perini Corporation (f/k/a Perini Corporation), a Massachusetts corporation (the “Company”), and Ronald N. Tutor, a resident of California, in his capacity as the Shareholder Representative (as defined in the Shareholders Agreement (as defined below)) (“Tutor”).

W I T N E S S E T H:

WHEREAS, the Company, Tutor and the other shareholders listed on the schedule of shareholders that was attached thereto, entered into a Shareholders Agreement, made as of April 2, 2008, as amended prior to the date hereof (the "Shareholders Agreement");

WHEREAS, Section 9(a) of the Shareholders Agreement permits amendments to the Shareholders Agreement if signed in writing by the Company and Tutor (in his capacity as Shareholder Representative);

WHEREAS, Amendment No. 1 to the Shareholders Agreement was entered into on September 17, 2010,

WHEREAS, Amendment No. 2 to the Shareholders Agreement was entered into on June 2, 2011,

WHEREAS, Amendment No. 3 to the Shareholders Agreement was entered into on September 13, 2011, and

WHEREAS, the Company and Tutor again desire to amend the Shareholders Agreement as provided in this Amendment.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1.            Defined Terms. Capitalized terms used in this Amendment without separate definition shall have the respective meanings assigned to such terms in the Shareholders Agreement.

Section 2.            Amendment to Section 5. Section 5(c) of the Shareholders Agreement is hereby amended by:

 (a)            Removing the words “the first Business Day following the Transfer Restriction Termination Date” and replacing them with “March 20, 2013”.

Section 3.            Effect of Amendment. The Parties hereto agree that except as expressly amended hereby, all terms of the Shareholders Agreement shall remain in full force and effect. In the event of any inconsistency or conflict between the Shareholders Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control.

Section 4.            Entire Agreement. This Amendment and the Shareholders Agreement, including the Exhibits and other documents referred to therein which form a part thereof, contain the entire understanding of the parties hereto with respect to the subject matter contained herein and therein. From and after the execution of a counterpart hereof by the parties hereto, any reference to the Shareholders Agreement shall be deemed to be a reference to the Shareholders Agreement as amended hereby.

Section 5.            Governing Law. The interpretation and construction of this Amendment and all matters relating hereto shall be governed by the laws of the State of Massachusetts applicable to contracts made and to be performed entirely within the State of Massachusetts, without giving effect to any conflict of law provisions thereof.

Section 6.            Counterparts. This Amendment may be executed in counterparts, each of which shall constitute an original, and both of which taken together shall constitute one instrument. Any signature page delivered by a facsimile machine shall be binding to the same extent as an original signature page.

Section 7.            Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties and the other shareholders who are party to the Shareholders Agreement and their respective successors and permitted assigns. No party may assign either this Amendment or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed, all as of the day and year first above written.

TUTOR PERINI CORPORATION
By:	/s/ Michael J. Kershaw
	Michael J. Kershaw
	Executive Vice President and Chief Financial Officer
	/s/ Ronald N. Tutor
	Ronald N. Tutor
	As Shareholder Representative