Edgar Filing: KEITH COMPANIES INC

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

NIELSEN ERIC C

2. Issuer Name and Ticker or Trading Symbol
KEITH COMPANIES INC [TKCI]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Pres. and Chief Oper. Off.

(Last)

(First)

(Middle)

THE KEITH COMPANIES, INC., 19 TECHNOLOGY DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2005

(Street)

IRVINE, CA 92618

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/15/2005		M		5,556	A	$ 8.1	0	D
Common Stock	09/15/2005		F		3,205	D	$ 23.71	0	D
Common Stock	09/15/2005		M		10,000	A	$ 9	0	D
Common Stock	09/15/2005		F		6,013	D	$ 23.71	0	D
Common Stock	09/15/2005		M		20,000	A	$ 4.38	0	D
Common Stock	09/15/2005		F		9,523	D	$ 23.71	0	D
Common Stock	09/15/2005		M		16,000	A	$ 16	0	D
Common Stock	09/15/2005		F		12,654	D	$ 23.71	0	D
Common Stock	09/15/2005		M		12,000	A	$ 10.01	0	D
Common Stock	09/15/2005		F		8,237	D	$ 23.71	0	D
Common Stock	09/15/2005		M		12,000	A	$ 14.5	0	D
Common Stock	09/15/2005		F		9,201	D	$ 23.71	0	D
Common Stock	09/15/2005		D		4,956	D	$ 23.71	0	D
Common Stock	09/15/2005		F		52,319	D	⁽¹⁾	0	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 8.1

09/15/2005

5,556

⁽²⁾

12/30/1998

Common Stock

5,556

$ 0

Employee Stock Option (right to buy)

$ 9

09/15/2005

10,000

⁽³⁾

07/14/1999

Common Stock

10,000

$ 0

Employee Stock Option (right to buy)

$ 4.38

09/15/2005

20,000

⁽⁴⁾

03/05/2010

Common Stock

10,000

$ 0

Employee Stock Option (right to buy)

$ 16

09/15/2005

16,000

⁽⁵⁾

04/18/2011

Common Stock

16,000

$ 0

4,000

Employee Stock Option (right to buy)

$ 10.01

09/15/2005

12,000

⁽⁶⁾

05/11/2013

Common Stock

12,000

$ 0

18,000

Employee Stock Option (right to buy)

$ 14.5

09/15/2005

12,000

⁽⁷⁾

07/11/2012

Common Stock

12,000

$ 0

8,000

Employee Stock Option (right to buy)

$ 10.01

09/15/2005

18,000

⁽⁸⁾

05/11/2013

Common Stock

18,000

$ 13.7

Employee Stock Option (right to buy)

$ 14.5

09/15/2005

8,000

⁽⁹⁾

07/12/2012

Common Stock

8,000

$ 9.21

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NIELSEN ERIC C THE KEITH COMPANIES, INC. 19 TECHNOLOGY DRIVE IRVINE, CA 92618			Pres. and Chief Oper. Off.

Signatures

/s/ Eric C. Nielsen		09/19/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Disposed of pursuant to a merger agreement between issuer and Stantec, Inc., in exchange for cash and shares of Stantec, Inc. common stock equal to $23.71 per share as of the effective date of the merger.
(2)	This option vests in five equal annual installments beginning on December 31, 1998.
(3)	This option vests in five equal annual installments beginning on July 15, 1999.
(4)	This option vests in five equal annual installments beginning on March 6, 2000.
(5)	This option vests in five equal annual installments beginning on April 19, 2001.
(6)	This option vests in five equal annual installments beginning on May 12, 2003.
(7)	This option vests in five equal annual installments beginning on July 12, 2003.
(8)	The options, which vested in five equal installments beginning on May 12, 2003, was canceled in the merger in exchange for a cash payment of $246,600 representing the difference between the per share merger consideration ($23.71) and the exercise price of the option.
(9)	The options, which vested in five equal installments beginning on July 12, 2003, was canceled in the merger in exchange for a cash payment of $73,680, representing the difference between the per share merger consideration ($23.71) and the exercise price of the option.

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