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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* CANFIELD PHILIP A (Last) (First) (Middle) 6100 SEARS TOWER (Street) CHICAGO IL 60606 (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) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/19/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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, par value $0.001 per share	03/19/2004		C		6,276,623(1)	A	$18	12,901,277(1)	I	See footnote(2)
Common Stock, par value $0.001 per share	03/19/2004		C		2,689,981(1)	A	$18	5,529,097(1)	I	See footnote(3)
Common Stock, par value $0.001 per share	03/19/2004		C		82,090(1)	A	$18	168,734(1)	I	See footnote(4)
Common Stock, par value $0.001 per share	03/19/2004		C		277,645(1)	A	$18	570,677(1)	I	See footnote(5)

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
Class A Redeemable Convertible Preferred Stock	(6)	03/19/2004		C			86,865(1)	(7)	(7)	Common Stock	6,276,623(1)	(8)	0	I	See footnote(2)
Class A Redeemable Convertible Preferred Stock	(6)	03/19/2004		C			37,228(1)	(7)	(7)	Common Stock	2,689,981(1)	(8)	0	I	See footnote(3)
Class A Redeemable Convertible Preferred Stock	(6)	03/19/2004		C			1,136(1)	(7)	(7)	Common Stock	82,090(1)	(8)	0	I	See footnote(4)
Class A Redeemable Convertible Preferred Stock	(6)	03/19/2004		C			3,842(1)	(7)	(7)	Common Stock	277,645(1)	(8)	0	I	See footnote(5)

Explanation of Responses:

1. The Reporting Person expressly disclaims beneficial ownership of the shares reported in Tables I and II, except to the extent of his pecuniary interest therein. The filing of this form shall not be deemed an admission that the Reporting Person is, for Section 16 purposes or otherwise, the beneficial owner of such shares.

2. GTCR Fund VII, L.P. ("Fund VII") is the direct beneficial owner of the shares reported in Tables I and II. GTCR Partners VII, L.P. ("GTCR Partners VII") is the general partner of Fund VII and GTCR Golder Rauner, L.L.C. ("GTCR") is the general partner of GTCR Partners VII. As such, GTCR Partners VII and GTCR may be deemed to be beneficial owners of the shares reported in Tables I and II. GTCR is managed by its members. The Reporting Person is a member of GTCR and GTCR Partners VII and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock and Preferred Stock owned by Fund VII to the extent of the Reporting Person's indirect proportionate interest in Fund VII.

3. GTCR Fund VII/A, L.P. ("Fund VII/A") is the direct beneficial owner of the shares reported in Tables I and II. GTCR Partners VII is the general partner of Fund VII/A and GTCR is the general partner of GTCR Partners VII. As such, GTCR Partners VII and GTCR may be deemed to be beneficial owners of the shares reported in Tables I and II. GTCR is managed by its members. The Reporting Person is a member of GTCR and GTCR Partners VII and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock and Preferred Stock owned by Fund VII/A to the extent of the Reporting Person's indirect proportionate interest in Fund VII/A.

4. GTCR Co-Invest, L.P. ("Co-Invest") is the direct beneficial owner of the shares reported in Tables I and II. GTCR is the general partner of Co-Invest. As such, GTCR may be deemed to be the beneficial owner of the shares reported in Tables I and II. GTCR is managed by its members. The Reporting Person is a member of GTCR and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock and Preferred Stock owned by Co-Invest to the extent of the Reporting Person's indirect proportionate interest in Co-Invest.

5. GTCR Capital Partners, L.P. ("Capital Partners") is the direct beneficial owner of the shares reported in Tables I and II. GTCR Mezzanine Partners, L.P. ("Mezzanine Partners") is the general partner of Capital Partners. GTCR Partners VI, L.P. ("GTCR Partners VI") is the general partner of Mezzanine Partners. GTCR is the general partner of GTCR Partners VI. As such, Mezzanine Partners, GTCR Partners VI and GTCR may be deemed to be beneficial owners of the shares reported in Tables I and II. GTCR is managed by its members. The Reporting Person is a member of GTCR, Mezzanine Partners and GTCR Partners VI and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock and Preferred Stock owned by Capital Partners to the extent of the Reporting Person's indirect proportionate interest in Capital Partners.

6. Each share of Class A Redeemable Convertible Preferred Stock was convertible into the number of shares of Common Stock obtained by dividing (1) the sum of (a) $1,000 and (b) any accrued and unpaid dividends through March 15, 2004 by (2) the per share initial public offering price of the Common Stock, which was $18.00.

7. The Class A Redeemable Convertible Preferred Stock was convertible upon the closing of the initial public offering of Common Stock, which occurred on March 19, 2004.

8. Not applicable.

	/s/ Thomas N. Blanchard under a Power of Attorney filed 03/16/04	03/23/2004
	** Signature of Reporting Person	Date
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