SEC Form 4
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
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*
ENDOWMENT CAPITAL GROUP LLC

(Last) (First) (Middle)
1105 NORTH MARKET STREET
15TH FLOOR

(Street)
WILMINGTON DE 19801

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TNS INC [ TNS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/07/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/09/2006
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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
Common Stock 03/20/2006 P 50,000 A $20.6397 3,441,950 I See Footnotes(1)(2)(3)(4)
Common Stock 03/20/2006 P 30,100 A $20.627 3,472,050 I See Footnotes(1)(2)(3)(4)
Common Stock 03/21/2006 P V 27,700 A $20.8527 3,499,750 I See Footnotes(1)(2)(3)(4)
Common Stock 03/21/2006 P V 19,900 A $20.888 3,519,650 I See Footnotes(1)(2)(3)(4)
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 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
1. Name and Address of Reporting Person*
ENDOWMENT CAPITAL GROUP LLC

(Last) (First) (Middle)
1105 NORTH MARKET STREET
15TH FLOOR

(Street)
WILMINGTON DE 19801

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
LONG DRIVE L P

(Last) (First) (Middle)
1105 NORTH MARKET STREET
15TH FLOOR

(Street)
WILMINGTON DE 19801

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ENDOWMENT CAPITAL L P

(Last) (First) (Middle)
1105 NORTH MARKET STREET
15TH FLOOR

(Street)
WILMINGTON DE 19801

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TIMON PHILIP C

(Last) (First) (Middle)
1105 NORTH MARKET STREET
15TH FLOOR

(Street)
WILMINGTON DE 19801

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Endowment Capital Group, L.P.

(Last) (First) (Middle)
1105 NORTH MARKET STREET
15TH FLOOR

(Street)
WILMINGTON DE 19801

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Endowment Capital, L.P. (2,258,471 shares) and Long Drive, L.P. (1,261,179 shares) (collectively, the "Funds") directly own the 3,519,650 shares of Common Stock (the "Shares"). Endowment Capital Group, LLC is the sole general partner and Endowment Capital Group, L.P. is the sole investment manager of each of the Funds. Philip Timon is the sole managing member of Endowment Capital Group, LLC and Endowment Capital Management, LLC, which is the general partner of Endowment Capital Group, L.P.
2. By virtue of its position as the sole general partner of the Funds, Endowment Capital Group, LLC may be deemed to be the indirect beneficial owner of the Shares. Nothing in this Form 4 shall be deemed an admission that Endowment Capital Group, LLC is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "1934 Act") or otherwise, the beneficial owner of any securities reported on this Form 4 in which it does not have a pecuniary interest as calculated pursuant to the rules and regulations promulgated under Section 16 of the 1934 Act.
3. By virtue of its position as the investment manager of the Funds, Endowment Capital Group, L.P. may be deemed to be the indirect beneficial owner of the Shares. Nothing in this Form 4 shall be deemed an admission that Endowment Capital Group, L.P. is, for purposes of Section 16 of the 1934 Act or otherwise, the beneficial owner of any securities reported on this Form 4 in which it does not have a pecuniary interest as calculated pursuant to the rules and regulations promulgated under Section 16 of the 1934 Act.
4. By virtue of his position as the managing member of both Endowment Capital Group, LLC and Endowment Capital Management, LLC, which is the general partner of Endowment Capital Group, L.P., Philip Timon may be deemed to be the indirect beneficial owner of the Shares. Nothing in this Form 4 shall be deemed an admission that Philip Timon is, for purposes of Section 16 of the 1934 Act or otherwise, the beneficial owner of any securities reported on this Form 4 in which he does not have a pecuniary interest as calculated pursuant to the rules and regulations promulgated under Section 16 of the 1934 Act.
See attached Exhibit 99 03/22/2006
** 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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