FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TESCO CORP [ TESO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/07/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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: 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 | ||||||||
Option to Purchase | $18.06 | 11/07/2013 | A(1) | 54,900(2) | (3) | 11/07/2020 | Common Stock | 54,900 | $0.0000 | 54,900 | D | ||||
Performance Stock Units - OI | (4) | 11/07/2013 | A(1) | 16,700(5) | 12/31/2016(6) | 12/31/2016 | Common Stock | 25,050 | $0.0000 | 16,700 | D | ||||
Performance Stock Units - TSR | (4) | 11/07/2013 | A(1) | 16,700(7) | 12/31/2016(6) | 12/31/2016 | Common Stock | 25,050 | $0.0000 | 16,700 | D | ||||
Restricted Stock Unit | (8) | 11/07/2013 | A(1) | 25,000(9) | (3) | 11/07/2016 | Common Stock | 25,000 | $0.0000 | 25,000 | D |
Explanation of Responses: |
1. All awards were granted pursuant to the terms of the Amended and Restated Tesco Corporation 2005 Incentive Plan, which is exempt under Rule 16b-3(d). The vesting of all awards is contingent upon the reporting person's continued employment by the Company. |
2. This number represents the stock options (Options) granted to the reporting person as a portion of his compensation for serving as an officer or director of the Company. These Options are subject to a three-year vesting period. |
3. The Options vest in three equal annual installments beginning November 7, 2014. |
4. Each Performance Stock Unit (PSU) may be redeemed, at the Company's discretion, for shares of the Company's common stock or its cash equivalent. |
5. This number represents the performance stock units (PSUs) granted. The PSU performance goals are based on the Company's operating income percentage as compared to the Company's budget. Each award has a one-year performance period followed by an additional two-year time-based vesting period. |
6. The first performance period is the year ending December 31, 2014. To the extent earned, PSUs will be settled 100 percent in shares. The potential settlement date is December 31, 2016. The reporting person may receive a number of shares of Company common stock from 0 percent to 150 percent of the PSUs granted, depending on the performance level achieved. |
7. This number represents the PSUs granted. The PSU performance goals are based on the Company's one-year total shareholder return as compared to the Company's identified peers. Each award has a one-year performance period followed by an additional two-year time-based vesting period. |
8. Each Restricted Stock Unit (RSU) may be redeemed, at the Company's discretion, for one share of the Company's common stock or its cash equivalent. |
9. This number represents the restricted stock units (RSUs) granted. These RSUs are subject to a three-year vesting period. RSUs are calculated on a one-for-one share basis. Each RSU may be redeemed, at the Company's discretion, for one share of the Company's common stock or its cash equivalent. |
Dean Ferris, Attorney-in-fact | 11/12/2013 | |
** 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 Number. |