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| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TESCO CORP [ TESO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
05/09/2008 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/09/2008 | S/K ( 1 ) | V | 217,000 ( 1 ) | D | $31.11 ( 2 ) | 305,915 | I | See Footnote ( 3 ) | |
| Common Stock | 353,556 ( 4 ) | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Call option (obligation to sell) | $31.11 ( 5 ) | 05/09/2008 | S/K ( 6 ) ( 7 ) | V | 1 | 05/09/2013 | 05/09/2013 | Common Stock | 217,000 | $0 | 0 | I | See Footnote ( 3 ) | ||
| Put option (right to sell) | $31.11 ( 5 ) | 05/09/2008 | P/K ( 6 ) ( 7 ) | V | 1 | 05/09/2013 | 05/09/2013 | Common Stock | 217,000 | $0 | 1 | I | See Footnote ( 3 ) | ||
| Explanation of Responses: |
| 1. The reporting person pledged 217,000 shares of Issuer's Common Stock as collateral for a loan that matures on May 9, 2013. 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 9, 2008 and included on Table II hereto. 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 217,000 shares of Issuer's Common Stock at all times until maturity. |
| 2. The disposition price was converted from C$31.3054 using the noon rate of exchange of the Bank of Canada on the date of the transaction. |
| 3. By Sonas Management Ltd. The Reporting Person is the sole shareholder and sole director of Sonas. |
| 4. 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. |
| 5. The Exercise Price was converted from C$31.3054 using the noon rate of exchange of the Bank of Canada on the date of the transaction. |
| 6. 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. |
| 7. 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. |
| /s/ James A. Lank (Attorney-in-Fact) | 05/13/2008 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||