SEC Form 4 · accession 0001225208-17-000285
TESCO CORP · TESO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher L Boone
Officer — SVP, CFO
Period of report
Dec 31, 2016
Accepted (ET)
Jan 4, 2017 · 2:56 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 31, 2016 | A | 6,500 | $0.00 | A | 23,044 | D | |
| Common StockF2 | Dec 31, 2016 | A | 1,655 | $0.00 | A | 24,699 | D | |
| Common StockF3 | Jan 1, 2017 | M | 2,534 | $8.25 | A | 27,233 | D | |
| Common StockF4 | Jan 3, 2017 | S | 548 | $8.25 | D | 26,685 | D | |
| Common StockF5 | Jan 3, 2017 | S | 837 | $8.25 | D | 25,848 | D | |
| Common StockF4 | Jan 3, 2017 | S | 2,144 | $8.25 | D | 23,704 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF6,F7 | — | Jan 1, 2017 | M | 2,534 | D | — | Jan 1, 2017 | Common Stock | 2,534 | 0 | D |
Explanation of responses
- F1These shares were issued pursuant to the vesting of shares under a performance-based restricted stock unit award granted under the Amended and Restated 2005 Tesco Corporation Incentive Plan. The performance criteria achieved was based upon the Company's total shareholder return growth versus a defined group of 14 peer companies over a one-year period.To determine the number of PSUs available at vesting, the original numbers of shares granted were multiplied by a multiplier earned, from 0-1.5 (0-150 percent) PSU - TSR (Total Shareholder Return) was redeemed with a 1.3 multiplier.
- F2These shares were issued pursuant to the vesting of shares under a performance-based restricted stock unit award granted under the Amended and Restated 2005 Tesco Corporation Incentive Plan. The performance criteria achieved was based upon the Company's operating income percentage over one-year period.To determine the number of PSUs available at vesting, the original number of shares granted were multiplied by a multiplier earned, from 0-1.5 (0 - 150 percent). PSU - OI (Operating Income) was redeemed with a 0.331 multiplier.
- F3The Reporting Person received shares of common stock of the Company upon the vesting and redemption of an equal number of RSUs. The Reporting Person received the shares at no cost. The market value of the shares of common stock was calculated in accordance with the Amended and Restated 2005 Tesco Corporation Incentive Plan at US$ 8.2500.
- F4The Reporting Person sold shares to cover tax obligations resulting from a PSU vesting.
- F5The Reporting Person sold shares to cover tax obligations resulting from a RSU vesting.
- F6Under the terms of the Amended and Restated 2005 Tesco Corporation Incentive Plan, there is no conversion price. Each RSU represents a contingent right to receive one share of TESO common stock.
- F7The RSUs vest equally over three years on the anniversary of the grant date.