Sec Form 4 Filing - Cowdery John W @ TRC COMPANIES INC /DE/ - 2016-09-05

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Cowdery John W 2. Issuer Name and Ticker or Trading Symbol TRC COMPANIES INC /DE/ [ TRR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) 21 GRIFFIN ROAD NORTH 3. Date of Earliest Transaction (MM/DD/YY) 09/05/2016 (Street) WINDSOR, CT06095 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 09/05/2016 F 2,610 D $ 8.72 ( 1 ) 122,728 D Common Stock 10/17/2016 F 5,089 D $ 8.35 ( 1 ) 117,639 D Common Stock 10/28/2016 F 2,382 D $ 8.15 ( 1 ) 115,257 D Common Stock 04/01/2017 F 3,946 D $ 17.45 ( 1 ) 111,311 D Common Stock 06/21/2017 A 6,368 ( 2 ) A $ 0 117,679 D Common Stock 06/21/2017 J 22,793 D 94,886 D Common Stock 06/21/2017 D 94,886 ( 4 ) D $ 17.55 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cowdery John W 21 GRIFFIN ROAD NORTH WINDSOR, CT06095 Senior Vice President Signatures /s/ Martin H. Dodd as attorney-in-fact on behalf of John W. Cowdery 06/23/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the closing price of the common stock of TRC Companies, Inc. (the "Company") on the vesting date or, with respect to a vesting date that fell on a non-business day, the closing price of the Company's common stock on the immediately preceding business day. ( 2 )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 Company's merger with affiliates of New Mountain Partners IV, L.P. (the "Effective Time"). ( 3 )Pursuant to a rollover agreement between the reporting person and Bolt Topco Holdings, L.L.C., an affiliate of Parent ("TopCo"), 22,793 unvested restricted stock units and PSUs (collectively, "Restricted Awards") held by the reporting person were converted into incentive units of TopCo immediately prior to the Effective Time, at a value equal to the product of (i) the number of converted Restricted Awards and (ii) $17.55 (the "Merger Consideration"). ( 4 )Represents 38,124 shares of the Company's common stock and 56,762 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 the Merger Consideration. Each such 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 2 above) and at the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration.

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