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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TEKELEC [ TKLC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/15/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 05/15/2008 | M | 3,125 | A | $0 | 43,725 | D | |||
Common Stock | 05/15/2008 | F(1) | 1,015(1) | D | $16.29 | 42,710 | D | |||
Common Stock | 05/15/2008 | M | 1,250 | A | $0 | 43,960 | D | |||
Common Stock | 05/15/2008 | F(1) | 406(1) | D | $16.29 | 43,554 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Restricted Stock Units | (2) | 05/15/2008 | M | 3,125 | 05/15/2008(3) | 05/15/2008(3) | Common Stock | 3,125 | $0 | 12,500 | D | ||||
Restricted Stock Units | (2) | 05/15/2008 | M | 1,250 | 05/15/2008(4) | 05/15/2008(4) | Common Stock | 1,250 | $0 | 8,750 | D | ||||
Share Appreciation Rights | $16.42 | 05/16/2008 | A | 100,000 | (5) | 05/16/2014 | Common Stock | 100,000 | $0 | 100,000 | D | ||||
Restricted Stock Units | (2) | 05/16/2008 | A | 45,000 | (6) | (6) | Common Stock | 45,000 | $0 | 45,000 | D |
Explanation of Responses: |
1. Shares were withheld to pay withholding taxes applicable to the acquisition of shares of Common Stock upon the vesting of Restricted Stock Units ("RSUs"). |
2. Each RSU converts to Common Stock on a one-for-one basis. |
3. RSUs vested on 5/15/08 as to 3,125 shares which (subject to the witholding of shares to pay withholding taxes) were issued on that date. |
4. RSUs vested on 5/15/08 as to1,250 shares which (subject to the witholding of shares to pay withholding taxes) were issued on that date. |
5. 100,000 Share Appreciation Rights vest and become exercisable in 4 equal annual installments commencing 05/16/09. |
6. Between 0% and 100% of the RSUs will become earned and eligible for time-based vesting based on the extent to which Tekelec achieves certain revenue objectives for the period beginning on 4/1/08 and ending on 12/31/09. To the extent that the RSUs are earned, 50% of the RSUs will vest upon the Company's filing with the Securities and Exchange Commission of its Annual Report on Form 10-K for the year ended December 31, 2009, and 50% of the RSUs will vest on the one-year anniversary of such date. Eligibility for vesting and vesting are subject to the Reporting Person's continued employment with the Company through the applicable date. |
Remarks: |
William H. Everett | 05/19/2008 | |
** 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). | ||
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. |