| 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 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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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*| LRP V Luxembourg Holdings S.a r.l. |
| 13-15 AVENUE DE LA LIBERT??, | |
(Street)
| 2. Issuer Name and Ticker or Trading Symbol
TESCO CORP
[TESO] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | X | 10% Owner | | Officer (give title below) | | Other (specify below) | |
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3. Date of Earliest Transaction (Month/Day/Year)
10/02/2009 |
4. If Amendment, Date of Original Filed (Month/Day/Year)
| 6. Individual or Joint/Group Filing (Check Applicable Line) | Form filed by One Reporting Person | | X | Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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 |
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Common Shares
| 10/02/2009 | | P | |
5,400
| A | $
7.5985
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6,877,799
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D
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*| LRP V Luxembourg Holdings S.a r.l. |
| 13-15 AVENUE DE LA LIBERT?? | |
(Street)
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1. Name and Address of Reporting Person*
| C/O LIME ROCK MANAGEMENT, L.P., 274 RIVERSIDE AVENUE | |
(Street)
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1. Name and Address of Reporting Person*| Lime Rock Partners GP V, L.P. |
| C/O LIME ROCK MANAGEMENT, L.P., 274 RIVERSIDE AVENUE | |
(Street)
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1. Name and Address of Reporting Person*
| C/O LIME ROCK MANAGEMENT, L.P., 274 RIVERSIDE AVENUE | |
(Street)
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| Explanation of Responses: |
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Remarks:
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| /s/ John T. Reynolds, Authorized Signatory for LRP V LUXEMBOURG HOLDINGS S.?? R.L. | 10/06/2009 |
| ** 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).
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| 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. |
EX-99.1
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Exhibit 99.1 - Explanation of Responses
Designated Filer: LRP V Luxembourg Holdings S.a r.l.
Issuer & Ticker Symbol: Tesco Corporation (TESO)
Date of Event Requiring Statement: October 2, 2009
(1) The price reported in Column 4 is a weighted average price. These
shares were purchased in multiple transactions at prices ranging from $7.58 to
$7.60, inclusive. The Reporting Persons (as defined below) undertake to provide
to Tesco Corporation (the "Company"), any security holder of the Company, or the
staff of the Securities and Exchange Commission, upon request, full information
regarding the number of shares purchased at each separate price within the
ranges set forth in this footnote 1 and in footnote 3 to this Form 4.
(2) All of the securities disclosed in this Form 4 are owned by LRP V
Luxembourg Holdings S.a r.l., a corporation incorporated under the laws of the
Grand Duchy of Luxembourg, ("LRP V"), Lime Rock Partners V, L.P., a Cayman
Islands exempted limited partnership ("LRP"), Lime Rock Partners GP V, L.P., a
Cayman Islands exempted limited partnership ("GP LP") and LRP GP V, Inc., a
Cayman Islands corporation ("GP Inc." and, together with LRP V, LRP and GP LP,
the "Reporting Persons"). LRP is the sole stockholder of LRP V. The general
partner of LRP is GP LP. The general partner of GP LP is GP Inc. LRP V directly
owns all the common shares (the "Shares") of the Company reported on this Form
4. By reason of the provisions of Rule 16a-1 of the Securities and Exchange Act
of 1934, as amended (the "Exchange Act"), LRP, GP LP and GP Inc. may be deemed
to be the beneficial owners of the Shares of the Company directly owned by LRP
V. Each of LRP, GP LP and GP Inc. disclaim beneficial ownership of all Shares of
the Company directly owned by LRP V other than to the extent of their pecuniary
interest therein. This Form 4 shall not be deemed an admission that any
Reporting Person or any other person referred to herein is a beneficial owner of
any Shares of the Company for purposes of Section 16 of the Exchange Act or for
any other purpose or that any Reporting Person or other person has an obligation
to file this Form 4.
EX-99.2
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Exhibit 99.2 - Joint Filer Information
Designated Filer: LRP V Luxembourg Holdings S.a r.l.
Issuer & Ticker Symbol: Tesco Corporation (TESO)
Date of Event Requiring Statement: October 2, 2009
Joint Filers:
1. Name: Lime Rock Partners V, L.P.
Address: c/o Lime Rock Management, L.P.
274 Riverside Avenue
Westport, CT 06680
2. Name: Lime Rock Partners GP V, L.P.
Address: c/o Lime Rock Management, L.P.
274 Riverside Avenue
Westport, CT 06680
3. Name: LRP GP V, Inc.
Address: c/o Lime Rock Management, L.P.
274 Riverside Avenue
Westport, CT 06680
EX-99.3
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Exhibit 99.3 - Joint Filers' Signatures
LIME ROCK PARTNERS V, L.P.
By: Lime Rock Partners GP V, L.P., its general partner
By: LRP GP V, Inc., its general partner
By: /s/ John T. Reynolds Date: October 6, 2009
Name: John T. Reynolds
Title: Director
LIME ROCK PARTNERS GP V, L.P.
By: LRP GP V, Inc., its general partner
By: /s/ John T. Reynolds Date: October 6, 2009
Name: John T. Reynolds
Title: Director
LRP GP V, INC.
By: /s/ John T. Reynolds Date: October 6, 2009
Name: John T. Reynolds
Title: Director