FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
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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 *

Bennet Thomas W Jr 		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 VP & CFO
(Last)          (First)          (Middle)

21 GRIFFIN ROAD NORTH 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/22/2016
(Street)

WINDSOR, CT 06095
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/22/2016     F    2625   D $6.25   (1) 529261   D    
Common Stock   9/5/2016     F    4705   D $8.72   (1) 524556   D    
Common Stock   10/17/2016     F    8411   D $8.35   (1) 516145   D    
Common Stock   10/28/2016     F    3865   D $8.15   (1) 512280   D    
Common Stock   6/21/2017     A    14978   (2) A $0   527258   D    
Common Stock   6/21/2017     D    527258   (3) D $17.55   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

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)  Represents 362,118 shares of the Company's common stock and 165,140 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 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bennet Thomas W Jr
21 GRIFFIN ROAD NORTH
WINDSOR, CT 06095

Senior VP & CFO

Signatures
/s/ Martin H. Dodd as attorney-in-fact on behalf of Thomas W. Bennet, Jr. 6/23/2017
** 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).
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.
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