Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Stephenson James B

2. Date of Event Requiring Statement (MM/DD/YYYY) 9/16/2016

3. Issuer Name and Ticker or Trading Symbol

TRC COMPANIES INC /DE/ [TRR]

(Last) (First) (Middle)

21 GRIFFIN ROAD NORTH

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

_____ Director _____ 10% Owner
___ X ___ Officer (give title below) _____ Other (specify below)
Chief Strategy Officer /

(Street)

WINDSOR, CT 06095

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.10 par value	308273 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:
( 1)	Consists of the following: 1) 180,773 shares received from the vesting of prior Restricted Stock Unit and Performance Stock Unit award grants, net of shares withheld for taxes at vesting; and,
( 2)	2,500 Restricted Stock Units and 3,750 Performance Stock Units granted October 11, 2013 which will vest September 5, 2017; and,
( 3)	10,500 Restricted Stock Units and 15,750 Performance Stock Units granted October 17, 2014 which will vest as to and aggregate of 8,750 units each on October 17, 2016, 2017 and 2018; and,
( 4)	14,000 Restricted Stock Units and 21,000 Performance Stock Units granted October 28, 2015 which will vest as to an aggregate 8,750 units each on October 28, 2016, 2017, 2018 and 2019; and,
( 5)	24,000 Restricted Stock Units granted August 23, 2016 which will vest as to 6,000 units each on August 23, 2017, 2018, 2019, and 2020; and,
( 6)	36,000 Performance Stock Units granted August 23, 2016. The award will vest based on Company performance in the fiscal year ending June 30, 2017. The award is subject to adjustment based on threshold, target, and maximum performance factors. The adjustment ranges from 50% to 150%. The award will be pro-rated for achievement of the performance factor within the range established by the Company's Compensation Committee. To the extent awarded, the Performance Stock unit will vest in equal 25% increments on August 23, 2017, August 23, 2018, August 23, 2019, and August 23, 2020.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Stephenson James B 21 GRIFFIN ROAD NORTH WINDSOR, CT 06095			Chief Strategy Officer

Signatures
James B. Stephenson		9/19/2016
^** 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 5(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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.