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4//SEC Filing

TESCO CORP 4

Accession 0000898406-09-000009

CIK 0001022705operating
View on SEC.govCompany Profile

Filed

May 18, 8:00 PM ET

Accepted

May 19, 4:52 PM ET

Size

29.5 KB

Accession

0000898406-09-000009

Insider Transaction Report

Form 4
Period: 2009-05-15
TESCO CORPTESO
SELDIN PETER K
Director10% Owner
Transactions
  • Award

    Option to Purchase

    2006-05-18+10,000→ 10,000 total
    Exercise: $18.74From: 2009-05-15Exp: 2009-08-13→ Common Stock (10,000 underlying)
  • Award

    Common Stock

    2009-05-15+0→ 5,066,150 total(indirect: By Centennial Energy Partners, L.L.C.)
  • Exercise/Conversion

    Restricted Stock Unit

    2009-05-15−1,467→ 0 total
    Exercise: $0.00Exp: 2010-05-18→ Common Stock (1,467 underlying)
  • Exercise/Conversion

    Restricted Stock Unit

    2009-05-15−1,267→ 0 total
    Exercise: $0.00Exp: 2011-02-28→ Common Stock (1,267 underlying)
  • Award

    Option to Purchase

    2007-03-14+5,500→ 5,500 total
    Exercise: $23.98From: 2009-05-15Exp: 2009-08-13→ Common Stock (5,500 underlying)
  • Award

    Option to Purchase

    2008-11-18+11,500→ 11,500 total
    Exercise: $7.51From: 2009-05-15Exp: 2009-08-13→ Common Stock (11,500 underlying)
  • Sale

    Common Stock

    2009-05-18$9.58/sh−14,800$141,825→ 5,051,350 total(indirect: See Footnote)
  • Award

    Option to Purchase

    2008-02-28+4,300→ 4,300 total
    Exercise: $25.38From: 2009-05-15Exp: 2009-08-13→ Common Stock (4,300 underlying)
  • Award

    Common Stock

    2009-05-15$9.65/sh+8,434$81,388→ 76,766 total
  • Exercise/Conversion

    Restricted Stock Unit

    2009-05-15−5,700→ 0 total
    Exercise: $0.00Exp: 2011-11-18→ Common Stock (5,700 underlying)
CENTENNIAL ENERGY PARTNERS LLC
10% Owner
Transactions
  • Sale

    Common Stock

    2009-05-18$9.58/sh−14,800$141,825→ 5,051,350 total(indirect: See Footnote)
  • Award

    Option to Purchase

    2006-05-18+10,000→ 10,000 total
    Exercise: $18.74From: 2009-05-15Exp: 2009-08-13→ Common Stock (10,000 underlying)
  • Award

    Option to Purchase

    2008-02-28+4,300→ 4,300 total
    Exercise: $25.38From: 2009-05-15Exp: 2009-08-13→ Common Stock (4,300 underlying)
  • Award

    Common Stock

    2009-05-15+0→ 5,066,150 total(indirect: By Centennial Energy Partners, L.L.C.)
  • Exercise/Conversion

    Restricted Stock Unit

    2009-05-15−5,700→ 0 total
    Exercise: $0.00Exp: 2011-11-18→ Common Stock (5,700 underlying)
  • Award

    Option to Purchase

    2007-03-14+5,500→ 5,500 total
    Exercise: $23.98From: 2009-05-15Exp: 2009-08-13→ Common Stock (5,500 underlying)
  • Award

    Common Stock

    2009-05-15$9.65/sh+8,434$81,388→ 76,766 total
  • Award

    Option to Purchase

    2008-11-18+11,500→ 11,500 total
    Exercise: $7.51From: 2009-05-15Exp: 2009-08-13→ Common Stock (11,500 underlying)
  • Exercise/Conversion

    Restricted Stock Unit

    2009-05-15−1,467→ 0 total
    Exercise: $0.00Exp: 2010-05-18→ Common Stock (1,467 underlying)
  • Exercise/Conversion

    Restricted Stock Unit

    2009-05-15−1,267→ 0 total
    Exercise: $0.00Exp: 2011-02-28→ Common Stock (1,267 underlying)
Footnotes (12)
  • [F1]The Reporting Person received several grants of Restricted Stock Units (RSUs) under the Amended and Restated 2005 Tesco Corporation 2005 Incentive Plan (the Plan). A total of 8,434 RSUs vested on May 15, 2009 when the Reporting Person retired as a non-employee director of the Company. Under the terms of the Plan, the Company redeemed such vested RSUs for an equal number of shares of the Companys common stock. The defined terms in this footnote are used in other footnotes throughout this Form 4.
  • [F10]The exercise price was converted from C$28.19 using the closing rate of exchange of the Bank of Canada on the date of grant. The actual exercise prices will be the Canadian dollar amount regardless of the exchange rate on the date of grant or of exercise.
  • [F11]This grant was previously reported on Form 3 and is being re-stated to report the accelerated vesting of the grant upon the Reporting Persons retirement as a non-employee director of the Company.
  • [F12]These grants were previously reported on Form 4 and are being re-stated to report the accelerated vesting of these grants upon the Reporting Persons retirement as a non-employee director of the Company.
  • [F2]The Reporting Person received a total of 8,434 shares of the Companys common stock 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 $ 9.65.
  • [F3]Peter Seldin may be deemed to be a 10% holder based on his status as Managing Member of Centennial Energy Partners, L.L.C. Peter Seldin and Centennial Energy Partners, LLC are the Reporting Persons.
  • [F4]Peter Seldin may be deemed to be a 10% holder based on his status as Managing Member of Centennial Energy Partners, L.L.C. Peter Seldin and Centennial Energy Partners, L.L.C. are the Reporting Persons. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
  • [F5]In accordance with the terms of the Plan and as clarified in a Current Report on Form 8-K filed by the Company on March 11, 2009, all unvested incentive awards granted to a non-employee director vest automatically upon his retirement as a non-employee director.
  • [F6]Absent this accelerated vesting, the RSUs would have expired on May 18, 2010 (1,467 RSUs); February 28, 2011 (1,267 RSUs) and November 18, 2011 (5,700 RSUs).
  • [F7]The Company redeemed a total of 8,434 RSUs that vested on May 15, 2009 from grants awarded by the Company to the Reporting Person on May 18, 2007 (1,467 remaining RSUs); February 28, 2008 (1,267 remaining RSUs); and November 18, 2008 (5,700 remaining RSUs). Under the terms of the Plan, there was no conversion price.
  • [F8]These securities are directly owned by certain private investment vehicles to which Centennial Energy Partners, L.L.C. serves as general partner and may be deemed to be beneficially owned by Centennial Energy Partners, L.L.C. and Peter K. Seldin, (collectively the Reporting Persons). Peter K. Seldin is the Managing Member of Centennial Energy Partners, L.L.C. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
  • [F9]The exercise price was converted from C$21.00 using the closing rate of exchange of the Bank of Canada on the date of grant. The actual exercise prices will be the Canadian dollar amount regardless of the exchange rate on the date of grant or of exercise.

Documents

1 file

Issuer

TESCO CORP

CIK 0001022705

→
Entity typeoperating

Related Parties

1
  • filerCIK 0001022705

Filing Metadata

Form type
4
Filed
May 18, 8:00 PM ET
Accepted
May 19, 4:52 PM ET
Size
29.5 KB
View on SEC.gov