Sec Form 4 Filing - Neal David @ TNS INC - 2013-02-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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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1. Name and Address of Reporting Person
Neal David
2. Issuer Name and Ticker or Trading Symbol
TNS INC [ TNS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP, Controller
(Last) (First) (Middle)
11480 COMMERCE PARK DRIVE #600
3. Date of Earliest Transaction (MM/DD/YY)
02/15/2013
(Street)
RESTON, VA20191
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/15/2013 M 563 A $ 20.73 25,861 D
Common Stock 02/15/2013 M 23,981 A $ 16.69 49,842 D
Common Stock 02/15/2013 M 18,561 A $ 18.33 68,403 D
Common Stock 02/15/2013 S 68,403 D $ 21 0 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Common Stock $ 16.69 07/27/2011 A 465 ( 1 ) 07/27/2021 Common Stock 465 $ 0 43,105 ( 2 ) D
Options $ 20.73 02/15/2013 M 563 02/15/2013 05/03/2016 Common Stock 563 $ 20.73 42,542 D
Options $ 16.69 02/15/2013 M 23,981 02/15/2013 07/27/2021 Comon Stock 23,981 $ 16.69 18,561 D
Options $ 18.33 02/15/2013 M 18,561 02/15/2013 02/28/2022 Common Stock 18,561 $ 18.33 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Neal David
11480 COMMERCE PARK DRIVE #600
RESTON, VA20191
VP, Controller
Signatures
/s/ James T. McLaughlin, pursurant to power of attorney previously filed 02/19/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The options will vest anually in three equal installments with the first installment vesting on July 27, 2012 and the other installments vesting on July 27, 2013 and July 27, 2014.
( 2 )Additional 465 stock options not accounted for on the original form 4 filing on 8/15/2011.

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).
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