SEC FORM 4

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^*

PIPPIN TERESA A

(Last)

(First)

(Middle)

C/O TEKELEC

26580 W. AGOURA ROAD

(Street)

CALABASAS

91302

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TEKELEC [ TKLC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	V.P. Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/02/2004		M		18,332	A	$15	19,282	D
Common Stock	03/02/2004		M		13,168	A	$15	32,450	D
Common Stock	03/02/2004		S		31,500	D	$19	950	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$15	03/02/2004		M			18,332	⁽¹⁾	02/04/2009	Common Stock	18,332	$0	6,666	D
Employee Stock Option (right to buy)	$15	03/02/2004		M			13,168	⁽²⁾	02/04/2009	Common Stock	13,168	$0	2,334	D

Explanation of Responses:

1. Option to purchase 31,188 shares vests and becomes exercisable as to 4,524 shares on 2/4/2000; as to 1,666 shares on each of 3/31/2001, 6/30/2001 and 9/30/2001; as to 1,668 shares on 12/31/2001; as to 1,666 shares on each of 3/31/2002, 6/30/2002 and 9/30/2002; as to 1,668 shares on 12/31/2002; as to 1,666 shares on each of 3/31/2003, 6/30/2003 and 9/30/2003; as to 1,668 shares on 12/31/2003 and as to 6,666 shares on 3/31/2004.

2. Option to purchase 148,812 shares vests and becomes exercisable as to 31,476 shares on 2/4/2000; 9,000 shares on each of 6/30/2000, 9/30/2000 and 12/31/2000; as to 7334 shares on each of 3/31/2001, 6/30/2001 and 9/30/2001; as to 7332 shares on 12/31/2001; as to 7,334 shares on each of 3/31/2002, 6/30/2002, and 9/30/2002; and as to 7,332 shares on 12/31/2002; as to 7,334 shares on each of 3/31/2003, 6/30/2003 and 9/30/2003; as to 7,332 shares on 12/31/2003; and as to 2,334 shares on 3/31/2004.

Remarks:

	Teresa A. Pippin	03/04/2004
	** 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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