Edgar Filing: TUTOR PERINI Corp

formsc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

Tutor Perini Corporation

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

901109 108

(CUSIP Number)

Ronald N. Tutor

Tutor Perini Corporation

15901 Olden Street

Sylmar, California 91342

(818) 362-8391

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 13, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §§240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 9 Pages

CUSIP No. 901109 108 SCHEDULE 13D Page 2 of 9

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
	RONALD N. TUTOR
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)			o
	(b)			o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			10,398,899
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			10,398,899
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,932,154
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	25.2%
14	TYPE OF REPORTING PERSON (See Instructions)
	IN

CUSIP No. 901109 108 SCHEDULE 13D Page 3 of 9

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
	THE RONALD N. TUTOR SEPARATE PROPERTY TRUST
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)			o
	(b)			o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			10,398,899
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			10,398,899
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,398,899
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	22.0%
14	TYPE OF REPORTING PERSON (See Instructions)
	OO

CUSIP No. 901109 108 SCHEDULE 13D Page 4 of 9

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
	RONALD N. TUTOR 2009 DYNASTY TRUST
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)			o
	(b)			o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			1,533,255
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			1,533,255
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,533,255
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.2%
14	TYPE OF REPORTING PERSON (See Instructions)
	OO

CUSIP No. 901109 108 SCHEDULE 13D Page 5 of 9

Introduction

This Amendment No. 11 (this “Amendment”) amends and supplements the information set forth in Schedule 13D that was originally filed on September 18, 2008, (the “Schedule 13D”) as amended by Amendment No. 1 previously filed on March 19, 2010, as amended by Amendment No. 2 previously filed on June 11, 2010, as amended by Amendment No. 3 previously filed on September 16, 2010, as amended by Amendment No. 4 previously filed on September 20, 2010, as amended by Amendment No. 5 previously filed on December 2, 2010, as amended by Amendment No. 6 previously filed on March 18, 2011, as amended by Amendment No. 7 previously filed on May 20, 2011, as amended by Amendment No. 8 previously filed on June 7, 2011, as amended by Amendment No. 9 previously filed on August 18, 2011, and as amended by Amendment No. 10 previously filed on August 26, 2011, relating to the beneficial ownership of shares of Common Stock by Ronald N. Tutor, the Ronald N. Tutor Separate Property Trust, a California Trust (the "SPT") and the Ronald N. Tutor 2009 Dynasty Trust (the "DT"). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Schedule 13D.

This Amendment relates to Amendment No. 3 to the Shareholders Agreement (the “Shareholders Agreement”), dated April 2, 2008, as amended by Amendment No. 1, dated September 17, 2010, and as amended by Amendment No. 2, dated June 2, 2011, by and between the Company and Ronald N. Tutor, as Shareholder Representative (as such term is defined in the Shareholders Agreement).

Additionally, this Amendment relates to the disposition of 196,148 shares of Common Stock by the SPT.

Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.

Item 4.

Purpose of Transaction.

The following information hereby is added to the existing disclosure:

On September 13, 2011, the Company and Ronald N. Tutor, in his capacity as Shareholder Representative (as such term is defined in the Shareholders Agreement), entered into Amendment No. 3 to the Shareholders Agreement (“Amendment No. 3”). Pursuant to Amendment No. 3, the transfer restrictions contained in Section 5(a) of the Shareholders Agreement were revised to permit Ronald N. Tutor, the SPT and the DT to freely transfer 100% (up from 65%) of the shares of Common Stock they received in the Merger (as such term is defined in the Shareholders Agreement), so long as such transfer does not result, directly or indirectly, in the transfer of Common Stock, through one or a series of related transactions, equal to or greater than 15% of the Total Voting Power (as such term is defined in the Shareholders Agreement) to any “person” of “group” within the meaning of Section 13(d)(3) of the Exchange Act. Subject to the restriction described in the foregoing sentence, Amendment No. 3 permits Mr. Tutor to sell any or all of the 11,932,154 shares he beneficially owns as of the date of filing of this Amendment. Mr. Tutor requested Amendment No. 3 to provide the flexibility to manage his portfolio in the manner he deems most appropriate.

Additionally, between August 29, 2011 and September 9, 2011, the SPT disposed of 196,148 shares of Common Stock resulting in a decrease of shares of Common Stock beneficially owned by Mr. Tutor by an identical amount.

Other than as described in this Schedule 13D, the Reporting Persons do not have any plan or proposal that relates to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

CUSIP No. 901109 108 SCHEDULE 13D Page 6 of 9

Item 5.

Interest in Securities of Issuer

Item 5 hereby is replaced in its entirety with the following:

The following information is based on a total of 47,286,104 shares of Common Stock outstanding as of August 2, 2011, as reported by the Issuer in the Quarterly Report on Form 10-Q filed by the Issuer on August 5, 2011.

(a), (b)

As of the date hereof, the Reporting Persons may be deemed to have beneficial ownership over shares of Common Stock as set forth below, and each such Reporting Person has sole voting and dispositive power with respect to all shares shown as being beneficially owned by him, except as otherwise indicated.

(i) Mr. Tutor may be deemed to have beneficial ownership of 11,932,154 shares of Common Stock, or 25.2%, with respect to which Mr. Tutor has sole voting power and sole dispositive power over 10,398,899 of such shares.

Mr. Tutor may be deemed to have beneficial ownership of 10,398,899 shares of Common Stock owned by the SPT. Mr. Tutor is the sole beneficiary and trustee of the SPT. The shares that Mr. Tutor may be deemed to beneficially own also include 1,533,255 shares of Common Stock owned by the DT, of which Mr. Tutor’s issue are the beneficiaries. John Barrett is trustee with sole voting and dispositive power with respect to the Common Stock held by the DT. Mr. Tutor is the trust advisor to the DT, in which position Mr. Tutor has sole discretion to remove and replace the trustee, as well as the sole authority to reacquire or exchange the property of the DT, including the Common Stock, by substituting property of equal value.

(ii) The SPT may be deemed to have beneficial ownership of 10,398,899 shares of Common Stock, or 22.0%. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the SPT that it is the beneficial owner of any of the Common Stock held by the DT referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(iii) The DT may be deemed to have acquired beneficial ownership of 1,533,255 shares of Common Stock, or 3.2%. The DT has sole or shared voting or dispositive power with respect to such shares of Common Stock; however, the trust advisor to the Reporting Person retains the authority to reacquire the Common Stock from the DT. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the DT that it is the beneficial owner of any of the Common Stock held by the SPT referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(c)

Transactions in the Common Stock effected by the Reporting Persons since Amendment No. 10 to this Schedule 13D was filed are described in Schedule A and incorporated herein by reference.

(d)

Except as described in this Schedule 13D, no person has the power to direct the receipt of dividends on or the proceeds of sales of, the shares of Common Stock beneficially owned by the Reporting Persons.

(e)

Not applicable.

CUSIP No. 901109 108 SCHEDULE 13D Page 7 of 9

Item 7.

Materials to be filed as Exhibits.

Exhibit J.

Amendment No. 3 to the Shareholders Agreement, dated as of September 13, 2011, by and between Tutor Perini Corporation and Ronald N. Tutor, in his capacity as Shareholder Representative. (Designated as Exhibit 4.1 to the Current Report on Form 8-K filed by Tutor Perini Corporation on September 16, 2011).

CUSIP No. 901109 108 SCHEDULE 13D Page 8 of 9

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: September 16, 2011

	RONALD N. TUTOR

	/s/Ronald N. Tutor
	BY: RONALD N. TUTOR

	RONALD N. TUTOR SEPARATE
	PROPERTY TRUST

	/s/Ronald N. Tutor
	BY: RONALD N. TUTOR
	ITS: TRUSTEE

	RONALD N. TUTOR 2009
	DYNASTY TRUST

	/s/John D. Barrett
	BY: JOHN D. BARRETT
	ITS: TRUSTEE

SCHEDULE A

Party	Date of Transaction	Number of Shares	Price Per Share**	Nature of Transaction
Ronald N. Tutor Separate Property Trust	8/29/2011- 9/9/2011	196,148	$ 13.95	Disposition of Common Stock pursuant to Rule 144*

* Sales above have also previously been reported on three Form 4 filings as required pursuant to Section 16 of the Securities Exchange Act of 1934.

** Prices per share reported are weighted average prices. The shares were sold in multiple transactions as disclosed in the Form 4 filings discussed above.