4//SEC Filing
TESCO CORP 4
Accession 0001181431-08-033090
CIK 0001022705operating
Filed
May 19, 8:00 PM ET
Accepted
May 20, 7:30 PM ET
Size
12.9 KB
Accession
0001181431-08-033090
Insider Transaction Report
Form 4
TESCO CORPTESO
Tessari Robert M
Director
Transactions
- SaleSwap
Call option (obligation to sell)
2008-05-16−1→ 0 total(indirect: See Footnote)Exercise: $31.03From: 2013-05-09Exp: 2013-05-09→ Common Stock (120,057 underlying) - SaleSwap
Common Stock
2008-05-16$31.03/sh−120,057$3,725,765→ 148,458 total(indirect: See Footnote) - PurchaseSwap
Put option (right to sell)
2008-05-16+1→ 1 total(indirect: See Footnote)Exercise: $31.03From: 2013-05-09Exp: 2013-05-09→ Common Stock (120,057 underlying)
Holdings
- 354,287
Common Stock
Footnotes (5)
- [F1]The reporting person pledged 120,057 additional shares of Issuer's Common Stock as collateral for a loan that matures on May 9, 2013. A total of 254,400 shares were pledged in two transactions on May 9 and May 12. The loan is in the name of Sonas Management Ltd. ("Sonas") and the shares are indirectly held by Reporting Person in the name of Sonas. The amount due at loan maturity is equal to the amount Sonas will receive at the settlement of the put and call options entered into on May 16, 2008 and included on Table II hereto, plus the amounts shown on the Form 4s filed for May 9 and May 12 transactions. The Reporting Person, as sole shareholder of Sonas, will have voting control of the securities until the maturity date of the loan but is obligated to pledge and maintain 120,057 shares of Issuer's Common Stock at all times until maturity (in addition to the 254,400 shares for the May 9 and May 12 transactions.)
- [F2]By Sonas Management Ltd. The Reporting Person is the sole shareholder and sole director of Sonas.
- [F3]An aggregate of 350,000 of these shares are pledged as collateral for two loans. 150,000 shares are collateral to a loan that matures on Dec. 14, 2010 and 200,000 shares are collateral for a loan that matures on March 26, 2012. The reporting person has voting control over such shares until the respective maturity date of such loans.
- [F4]Sonas entered into an Equity Forward Contract pursuant to which it wrote a covered call option and purchased a put option. Only one of the options can be in the money on the expiration date, at which time the in-the-money option will be exercised (and settled for cash or with physical delivery of shares), and the other option will expire. If neither option is in-the-money on the expiration date, both options will expire. The call option provides that the counterparty to the option will be paid the amount, if any, of the excess of the market value of the Common Shares over the Exercise Price at the expiration date. The put option provides that the reporting person will be paid the amount, if any, in which the market value of the Common Shares is less than the Exercise Price at the expiration date.
- [F5]The loan that Sonas received and described in footnote 1 to Table I hereof is a zero coupon loan from the counterparty for the aggregate Exercise Price of the Common Shares subject to the call and put options.
Documents
Issuer
TESCO CORP
CIK 0001022705
Entity typeoperating
Related Parties
1- filerCIK 0001022705
Filing Metadata
- Form type
- 4
- Filed
- May 19, 8:00 PM ET
- Accepted
- May 20, 7:30 PM ET
- Size
- 12.9 KB