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) 02/27/2009 | ||||||||||||||||||||||||||
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 | 6,417 | 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 | (1) | 02/27/2009 | A | 14,000 | (2) | 02/27/2013(2) | Common Stock | 14,000 | $0 | 14,000 | D | ||||
Restricted Stock Units | (1) | 02/27/2009 | A | 43,500 | (3) | 02/27/2013(3) | Common Stock | 43,500 | $0 | 43,500 | D | ||||
Share Appreciation Rights | $12.26 | 02/27/2009 | A | 34,000 | (4) | 02/27/2015(4) | Common Stock | 34,000 | $0 | 34,000 | D |
Explanation of Responses: |
1. Restricted Stock Units ("RSUs") convert to Tekelec Common Stock on a one-for-one basis. |
2. Each RSU represents the right to receive, upon vesting, one share of Tekelec Common Stock. The RSUs will vest (and shares represented thereby will be issued) in 4 equal annual installments commencing on 02/27/10 as long as individual remains an employee of the Company (or any of its affiliates) from the grant date through the applicable vesting date. |
3. Each RSU represents the right to receive, upon vesting, one share of Tekelec Common Stock. 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 1/1/09 and ending on 12/31/09. To the extent that the RSUs are earned, the RSUs will vest on the third anniversary of the grant date. Eligibility for vesting and vesting are subject to the Reporting Person's continued employment with the Company (or one of its affiliates) from the grant date through the applicable date. |
4. Stock Appreciation Rights vest and become exercisable in 4 equal annual installments commencing on 02/27/10 as long as the individual remains an employee of the Company (or one of its affiliates) from the grant date through the applicable vesting date. |
Remarks: |
Reporting Person is an Officer of the Issuer and his full title is: Senior Vice President, Corporate Affairs, General Counsel and Corporate Secretary. |
Stuart H. Kupinsky | 03/03/2009 | |
** 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. |