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Sec Form 4 Filing - MCARTHUR GARY L @ CH2M HILL COMPANIES LTD - 2017-12-15

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
MCARTHUR GARY L
2. Issuer Name and Ticker or Trading Symbol
CH2M HILL COMPANIES LTD [ NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CFO & Executive Vice President
(Last)
(First)
(Middle)
9191 SOUTH JAMAICA STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/15/2017
(Street)
ENGLEWOOD, CO80112
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 12/15/2017 D 16,677.385 ( 1 ) D 0 D
Common Stock 12/15/2017 D 647.731 ( 3 ) D 0 I by 401(k) plan
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
Stock Option (Right to Buy) $ 60.2 12/15/2017 D 23,484 ( 4 ) ( 4 ) Common Stock 23,484 ( 4 ) 0 D
Stock Option (Right to Buy) $ 60.2 12/15/2017 D 10,000 ( 4 ) ( 4 ) Common Stock 10,000 ( 4 ) 0 D
Stock Option (Right to Buy) $ 47.86 12/15/2017 D 29,539 ( 4 ) ( 4 ) Common Stock 29,539 ( 4 ) 0 D
Stock Option (Right to Buy) $ 62.89 12/15/2017 D 23,255 ( 4 ) ( 4 ) Common Stock 23,255 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCARTHUR GARY L
9191 SOUTH JAMAICA STREET
ENGLEWOOD, CO80112
CFO & Executive Vice President
Signatures
Carrie Etherton - Attorney-in-Fact for Gary L. McArthur 12/18/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 8,989.385 shares of common stock, par value $0.01 per share, of CH2M ("CH2M Common Stock") and 7,688 shares of Restricted Stock Units ("RSU") disposed of pursuant to the Agreement and Plan of Merger, dated as of August 1, 2017 (the "Merger Agreement"), by and among Jacobs Engineering Group Inc. ("Jacobs"), Basketball Merger Sub Inc. ("Merger Sub") and CH2M HILL Companies, Ltd. ("CH2M"), pursuant to which, Merger Sub will merge with and into CH2M (the "Merger") with CH2M surviving the Merger as a wholly-owned direct subsidiary of Jacobs.
( 2 )On December 15, at the effective time of the Merger, each share of CH2M Common Stock was converted into the right to receive, at the election of the holder of such share and subject to proration and adjustment procedures, either (i) mixed consideration consisting of $52.85 in cash, without interest, and 0.6677 shares of common stock, par value $1.00 per share, of Jacobs ("Jacobs Common Stock"), (ii) cash consideration consisting of $88.08 in cash, without interest or (iii) stock consideration consisting of 1.6693 shares of Jacobs Common Stock (the "Merger Consideration"). Direct holders of CH2M Common Stock who do not make a timely election received the mixed consideration described in clause (i) above. Participants in the 401(k) Plan who did not submit a timely election instruction received the form of Merger Consideration determined by the indenpendent fiduciary of the 401(k) Plan.
( 3 )Includes 647.731 shares of CH2M Common Stock held in the CH2M 401(k) Plan disposed of pursuant to the Merger Agreement.
( 4 )Immediately prior to the effective time of the Merger, each option to purchase CH2M Common Stock was accelerated with respect to one hundred percent (100%) of the shares of CH2M Common Stock underlying and cancelled in exchange for a cash payment calculated in accordance to the Merger Agreement.

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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