SEC Form 4/A · accession 0001225208-15-001067
TESCO CORP · TESO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Mihial Dean Ferris
Officer — SVP, Gen Counsel & Corp Sec
Period of report
Dec 12, 2014
Accepted (ET)
Jan 8, 2015 · 2:48 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001022705
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock Units - EPSF3,F1,F4 | — | Dec 12, 2014 | A | 6,700 | A | Mar 16, 2018 | Mar 16, 2018 | Common Stock | 13,400 | 6,700 | D |
| Performance Stock Units - ROCEF5,F1,F4 | — | Dec 12, 2014 | A | 6,700 | A | Mar 16, 2018 | Mar 16, 2018 | Common Stock | 13,400 | 6,700 | D |
| Restricted Stock UnitF6,F1,F7 | — | Dec 12, 2014 | A | 8,100 | A | — | Dec 12, 2017 | Common Stock | 8,100 | 8,100 | D |
Explanation of responses
- F1Each Performance Stock Unit (PSU) and Restricted Stock Unit (RSU) may be redeemed, at the Company's discretion, for shares of the Company's common stock or its cash equivalent.
- F2All awards were granted (i) on December 12, 2014 to the reporting person as a portion of his compensation for serving as an officer or director of the Company; and (ii) 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 contigent upon the reporting person's continued employment or service as Director by the Company.
- F3The number represents the PSUs granted. The PSU performance goals are based on the Company's Earnings per Share (EPS) based on a 3 year Target Matrix of Revenue and EPS. Each award has a three year performance period followed by an additional time based vesting period, ending March 16, 2018, during which time the multiplier will be calculated.
- F4The Form 4, as originally filed, incorrectly reported the exercise and expiration dates. The Form 4, as amended by this Form 4/A, correctly reports such information. The performance period begins January 1, 2015 and ends December 31, 2017. To the extent earned, PSUs will be settled 100 percent in shares. The potential settlement date is March 16, 2018. The reporting person may receive a number of shares of the Company's common stock from 0 to 200 percent of the PSUs granted, depending on the performance level achieved.
- F5This number represents the PSUs granted. The PSU performance goals are based on the Company's ROCE (EBIT/(Total Assets w/o Cash-Current Liabilities)) calculated as an average of the annual ROCE over 3 year performance period, with each annual ROCE calculated quarterly. Each award has a 3 year performance period followed by an additional time based vesting period, ending March 16, 2018 during which time the multiplier will be calculated.
- F6This number represents the 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.
- F7The Options and RSUs vest equally over three years beginning December 12, 2015.