Statement of Changes in Beneficial Ownership (4)
January 04 2017 - 3:05PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Boone Christopher L
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2. Issuer Name
and
Ticker or Trading Symbol
TESCO CORP
[
TESO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP, CFO
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(Last)
(First)
(Middle)
11330 CLAY ROAD, SUITE 350
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/31/2016
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(Street)
HOUSTON, TX 77041
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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12/31/2016
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A
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6500.0000
(1)
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A
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$0.0000
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23044.0000
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D
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Common Stock
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12/31/2016
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A
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1655.0000
(2)
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A
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$0.0000
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24699.0000
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D
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Common Stock
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1/1/2017
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M
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2534.0000
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A
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$8.2500
(3)
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27233.0000
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D
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Common Stock
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1/3/2017
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S
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548.0000
(4)
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D
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$8.2500
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26685.0000
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D
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Common Stock
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1/3/2017
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S
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837.0000
(5)
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D
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$8.2500
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25848.0000
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D
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Common Stock
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1/3/2017
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S
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2144.0000
(4)
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D
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$8.2500
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23704.0000
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Unit
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(6)
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1/1/2017
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M
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2534.0000
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(7)
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1/1/2017
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Common Stock
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2534.0000
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$0.0000
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0.0000
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D
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Explanation of Responses:
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(
1)
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These shares were issued pursuant to the vesting of shares under a performance-based restricted stock unit award granted under the Amended and Restated 2005 Tesco Corporation Incentive Plan. The performance criteria achieved was based upon the Company's total shareholder return growth versus a defined group of 14 peer companies over a one-year period.To determine the number of PSUs available at vesting, the original numbers of shares granted were multiplied by a multiplier earned, from 0-1.5 (0-150 percent) PSU - TSR (Total Shareholder Return) was redeemed with a 1.3 multiplier.
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(
2)
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These shares were issued pursuant to the vesting of shares under a performance-based restricted stock unit award granted under the Amended and Restated 2005 Tesco Corporation Incentive Plan. The performance criteria achieved was based upon the Company's operating income percentage over one-year period.To determine the number of PSUs available at vesting, the original number of shares granted were multiplied by a multiplier earned, from 0-1.5 (0 - 150 percent). PSU - OI (Operating Income) was redeemed with a 0.331 multiplier.
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(
3)
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The Reporting Person received shares of common stock of the Company upon the vesting and redemption of an equal number of RSUs. The Reporting Person received the shares at no cost. The market value of the shares of common stock was calculated in accordance with the Amended and Restated 2005 Tesco Corporation Incentive Plan at US$ 8.2500.
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(
4)
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The Reporting Person sold shares to cover tax obligations resulting from a PSU vesting.
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(
5)
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The Reporting Person sold shares to cover tax obligations resulting from a RSU vesting.
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(
6)
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Under 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.
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(
7)
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The RSUs vest equally over three years on the anniversary of the grant date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Boone Christopher L
11330 CLAY ROAD
SUITE 350
HOUSTON, TX 77041
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SVP, CFO
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Signatures
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Brian Kelly, Attorney-in-Fact
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1/4/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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