SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SHOEMAKER LESLIE L

(Last)

(First)

(Middle)

3475 EAST FOOTHILL BOULEVARD

(Street)

PASADENA

91107

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Sustainability

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	11/18/2024		M		3,685	A	$0	299,700	D
COMMON STOCK	11/18/2024		M		2,520	A	$0	302,220	D
COMMON STOCK	11/18/2024		M		3,170	A	$0	305,390	D
COMMON STOCK	11/18/2024		F		5,166⁽¹⁾	D	$41.12	300,224	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
RESTRICTED STOCK UNITS (RIGHT TO RECEIVE)⁽²⁾	$0	11/18/2024		M			3,685	11/18/2021⁽³⁾	⁽⁴⁾	COMMON STOCK	3,685⁽⁵⁾	$0	0	D
RESTRICTED STOCK UNITS (RIGHT TO RECEIVE)⁽²⁾	$0	11/18/2024		M			2,520	11/18/2022⁽³⁾	⁽⁴⁾	COMMON STOCK	2,520⁽⁶⁾	$0	2,520	D
RESTRICTED STOCK UNITS (RIGHT TO RECEIVE)⁽²⁾	$0	11/18/2024		M			3,170	11/18/2023⁽³⁾	⁽⁴⁾	COMMON STOCK	3,170⁽⁷⁾	$0	6,335	D

Explanation of Responses:

1. Represents the shares underlying restricted stock units (RSUs) withheld to pay the related tax liability.

2. Represents an award RSUs, each unit of which represents a contingent right to receive one share of Tetra Tech common stock.

3. The RSUs become vested as to 25% of the shares on the first anniversary date, and 25% of the shares on each anniversary date thereafter until fully vested.

4. The RSUs are exercisable at the time of vesting and do not have a set expiration date.

5. On September 6, 2024, the balance of 737 shares was updated pursuant to a 5 to 1 forward stock split, resulting in an additional 2,948 shares of common stock.

6. On September 6, 2024, the balance of 1,008 shares was updated pursuant to a 5 to 1 forward stock split, resulting in an additional 4,032 shares of common stock.

7. On September 6, 2024, the balance of 1,901 shares was updated pursuant to a 5 to 1 forward stock split, resulting in an additional 7,604 shares of common stock.

Remarks:

	/s/ Preston Hopson, Attorney-in-fact for Leslie L. Shoemaker	11/20/2024
	** 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 4 (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).
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