SEC Form 4 · accession 0001104659-17-074132
TESCO CORP · TESO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian Timothy Kelly
Officer — VP, General Counsel, Corp. Sec
Period of report
Dec 15, 2017
Accepted (ET)
Dec 19, 2017 · 6:56 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001022705
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 15, 2017 | D | 8,364 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF2 | — | Dec 15, 2017 | D | 14,334 | D | — | — | Common Stock | 14,334 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Arrangement Agreement dated August 13, 2017 (the "Arrangement Agreement") by and among the Issuer, Nabors Industries Ltd. ("Nabors"), and Nabors Maple Acquisition Ltd. in exchange for 5,688 shares of Nabors common stock having a market value of $5.48 per share as of December 15, 2017, the closing date of the merger (the "Closing Date").
- F2Pursuant to the Arrangement Agreement, on the Closing Date, each restricted stock unit held by the Reporting Person subject to vesting conditions became fully vested (with performance-based restricted stock units vesting at target), was canceled, and was converted into the right to receive $3.79 in cash for each restricted stock unit, less any required withholding taxes.