Gary G. Smalley - Jan 1, 2023 Form 4 Insider Report for TUTOR PERINI CORP (TPC)

Signature
/s/ Ifigenia Protopappas, Attorney-in-Fact
Stock symbol
TPC
Transactions as of
Jan 1, 2023
Transactions value $
-$1,413,653
Form type
4
Date filed
3/14/2025, 07:07 PM
Previous filing
Nov 15, 2022
Next filing
Nov 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TPC Common Stock Options Exercise +57.3K +50.72% 170K Mar 13, 2025 Direct F1
transaction TPC Common Stock Disposed to Issuer -$1.41M -57.3K -33.65% $24.65 113K Mar 13, 2025 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TPC Phantom Stock Units Options Exercise $0 -57.3K -33.33% $0.00 115K Mar 13, 2025 Common Stock 57.3K Direct F1
transaction TPC Phantom Stock Units Award $0 +77.8K $0.00 77.8K Mar 12, 2025 Common Stock 77.8K Direct F2
transaction TPC Cash-Settled Performance Stock Units Award $0 +172K $0.00 172K Mar 13, 2024 Common Stock 172K Direct F3
transaction TPC Cash-Settled Performance Stock Units Award $0 +239K $0.00 239K Jan 1, 2023 Common Stock 239K Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 13, 2024, the reporting person was granted 172,048 cash-settled phantom stock units, of which 57,349 vest on each of March 13, 2025 and 2026, and 57,350 vest on March 13, 2027, contingent upon the reporting person's continued employment through each applicable vesting date. These phantom stock units are considered derivative securities settled in cash at a value equal to the number of units vested multiplied by the closing price per share of common stock of Tutor Perini Corporation (Issuer) on the applicable vesting date. The reporting person did not purchase or sell any shares of common stock in the settlement of this award, however, the transaction is required to be reported as an acquisition and disposition back to the Issuer under SEC reporting principles.
F2 On March 12, 2025, the reporting person was granted 77,754 cash-settled phantom stock units, of which 25,918 vest on each of March 12, 2026, 2027 and 2028, contingent upon the reporting person's continued employment through each applicable vesting date. These phantom stock units are considered derivative securities settled in cash at a value equal to the number of units vested multiplied by the closing price per share of common stock of Tutor Perini Corporation (Issuer) on the applicable vesting date.
F3 Reflects the target number (Target Award) of cash-settled performance stock units (CPSUs) granted on March 13, 2024, which are scheduled to vest on December 31, 2026 based upon achievement of certain annualized stock price growth goals over a three-year performance period, with vesting ranging from 0% to 250% of the Target Award. The cash settlement amount will equal the number of shares that vest multiplied by the then fair market value of the shares. Due to an administrative error by the Company, the report for this award was filed late. The March 13, 2024 award was granted when the reporting person was President.
F4 Reflects the target number (Target Award) of cash-settled performance stock units (CPSUs) granted on January 1, 2023, which are scheduled to vest on December 31, 2025 based upon achievement of certain annualized stock price growth goals over a three-year performance period, with vesting ranging from 0% to 200% of the Target Award. The cash settlement amount will equal the number of shares that vest multiplied by the then fair market value of the shares. Due to an administrative error by the Company, the report for this award was filed late. The January 1, 2023 award was granted when the reporting person was Chief Financial Officer.