4//SEC Filing
TRC COMPANIES INC /DE/ 4
Accession 0001104659-17-041174
CIK 0000103096operating
Filed
Jun 22, 8:00 PM ET
Accepted
Jun 23, 10:23 AM ET
Size
7.3 KB
Accession
0001104659-17-041174
Insider Transaction Report
Form 4
Dodd Martin H
SVP , Sec'y. and Gen. Counsel
Transactions
- Disposition to Issuer
Common Stock
2017-06-21$17.55/sh−134,776$2,365,319→ 0 total - Award
Common Stock
2017-06-21+5,603→ 134,776 total
Footnotes (2)
- [F1]Represents 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 merger of TRC Companies, Inc. (the "Company") with affiliates of New Mountain Partners IV, L.P. (the "Effective Time").
- [F2]Represents 75,173 shares of the Company's common stock, including 2,195 shares held through the Company's 401(k) plan, and 59,603 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 1 above) and at the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration.
Documents
Issuer
TRC COMPANIES INC /DE/
CIK 0000103096
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000103096
Filing Metadata
- Form type
- 4
- Filed
- Jun 22, 8:00 PM ET
- Accepted
- Jun 23, 10:23 AM ET
- Size
- 7.3 KB