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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option to Purchase | $14.19 | 05/10/2012 | A(1) | 65,900(2) | (3) | 05/10/2019 | Common Stock | 65,900 | $ 0 | 65,900 | D | ||||
| Performance Stock Units - OI | $ 0 (4) | 05/10/2012 | A(1) | 21,800(5) | 05/10/2015(6) | 05/10/2015 | Common Stock | 32,700 | $ 0 | 21,800 | D | ||||
| Performance Stock Units - TSR | $ 0 (4) | 05/10/2012 | A(1) | 21,800(7) | 05/10/2015(8) | 05/10/2015 | Common Stock | 32,700 | $ 0 | 21,800 | D | ||||
| Restricted Stock Unit | $ 0 (9) | 05/10/2012 | A(1) | 32,700(10) | (11) | 05/10/2015 | Common Stock | 32,700 | $ 0 | 32,700 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Quintana Julio M 3993 W. SAM HOUSTON PARKWAY N. SUITE 100 HOUSTON, TX 77043 |
X | President and CEO | ||
| Dean Ferris, Attorney-in-fact | 05/14/2012 | |
| ** Signature of Reporting Person |
Date
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| * | 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). |
| (1) | All awards were granted pursuant to the terms of the Amended and Restated Tesco Corporation 2005 Incentive Plan, which is exempt under Rule 16b-3(d). |
| (2) | This number represents the stock options (Options) granted to the reporting person as a portion of his compensation for serving as an officer or director of the Company. These Options are subject to a three-year vesting period. |
| (3) | The Options vest in three equal annual installments beginning May 10, 2013. |
| (4) | Each Performance Stock Unit (PSU) may be redeemed, at the Company's discretion, for shares of the Company's common stock or its cash equivalent. |
| (5) | This number represents the performance stock units (PSUs) granted. The PSU performance goals are based on the Company's operating income percentage as compared to the Company's budget. Each award has a one-year performance period followed by an additional two-year time-based vesting period. |
| (6) | The first performance period is the year ending December 31, 2012. The extent earned, PSUs will be settled 100 percent in shares. The potential settlement date is May 10, 2015. The reporting person may receive a number of shares of Company common stock from 0 percent to 150 percent of the PSUs granted, depending on the performance level achieved. |
| (7) | This number represents the PSUs granted. The PSU performance goals are based on the Company's one-year total shareholder return as compared to the Company's identified peers. Each award has a one-year performance period followed by an additional two-year time-based vesting period. |
| (8) | The first performance perdiod is the year ending December 31, 2012. To the extent earned, PSUs will be settled 100 percent in shares. The potential settlement date is May 10, 2015. The reporting person may receive a number of shares of Company common stock from 0 percent to 150 percent of the PSUs granted, depending on the performance level achieved. |
| (9) | Each 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. |
| (10) | This number represents the restricted stock units (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. |
| (11) | The RSUs vest in three equal annual installments beginning May 10, 2013. |