SEC Form 4 · accession 0001225208-15-021952
TESCO CORP · TESO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Fernando Rafael Assing
Officer — President & CEO · Director
Period of report
Dec 4, 2015
Accepted (ET)
Dec 8, 2015 · 5:16 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,F3 | Dec 6, 2015 | M | 5,543 | $0.00 | A | 70,872 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to PurchaseF5,F6 | $8.52 | Dec 4, 2015 | A | 108,200 | A | Dec 4, 2016 | Dec 4, 2022 | Common Stock | 108,200 | 108,200 | D |
| Restricted Stock UnitF8,F7,F6 | — | Dec 4, 2015 | A | 74,700 | A | Dec 4, 2016 | Dec 4, 2018 | Common Stock | 74,700 | 74,700 | D |
| Restricted Stock UnitF9,F10 | — | Dec 6, 2015 | M | 5,543 | D | — | Dec 6, 2016 | Common Stock | 5,543 | 5,544 | D |
Explanation of responses
- F1The vest date occurred on Sunday, December 6, 2015; therefore, the deemed vest date was Monday, December 7, 2015.
- F10The RSUs vest equally over three years on the anniversary date of the grant date.
- F2On December 6, 2013, the Reporting Person received a grant of RSUs under the Amended and Restated 2005 Tesco Corporation Incentive Plan. The RSUs vested on the anniversary date of the grant. Under the terms of the Plan, the Company redeemed the vested RSUs for an equal number of shares of common stock of the Company.
- F3The Reporting Person received shares of common stock of the Company upon the vesting and redemption of an equal number of RSUs. The Reporting Person received the shares at no cost. The market value of the shares of common stock was calculated in accordance with the Plan at US$8.35.
- F4All awards were granted (i) on December 4, 2015 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 by or service as a Director to the Company.
- F5This number represents the stock options (Options) granted to the Reporting Person as a portion of his compensation for serving as an officer of the Company. These Options are subject to a three-year vesting period.
- F6The Options and RSUs vest equally over three years beginning December 4, 2016.
- F7Each 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.
- F8This 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.
- F9The Company redeemed RSUs from a grant received by the Reporting Person on December 6, 2013. Under the terms of the Plan, there is no conversion price.