FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/02/2011 |
3. Issuer Name and Ticker or Trading Symbol
TEKELEC [ TKLC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 0 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Employee Stock Option (right to buy) | (1) | (1) | Common Stock | 1,420 | $18.8 | D | |
Restricted Stock Units | 03/01/2012(2) | 03/01/2012(2) | Common Stock | 1,400 | (3) | D | |
Restricted Stock Units | (4) | (4) | Common Stock | 3,000 | (3) | D | |
Restricted Stock Units | 02/27/2010(5) | 02/27/2012(5) | Common Stock | 5,328 | (3) | D | |
Restricted Stock Units | (6) | (6) | Common Stock | 4,500 | (3) | D | |
Restricted Stock Units | (7) | (7) | Common Stock | 6,000 | (3) | D | |
Share Appreciation Rights | (8) | 02/25/2017(8) | Common Stock | 18,000 | $7.66 | D |
Explanation of Responses: |
1. Original option to purchase 7,580 shares vested and became exercisable in 16 equal quarterly installments commencing 06/30/2004. Each of the 16 quarterly installments will expire on the four-year anniversary of its vesting. |
2. Each Restricted Stock Unit ("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) as long as the Reporting Person remains an employee of the Company (or any of its affiliates) through the vesting date. |
3. RSUs convert to Tekelec Common Stock on a one-for-one basis. |
4. 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 2 equal annual installments commencing on 02/27/2012 as long as the Reporting Person remains an employee of the Company (or any of its affiliates) through the applicable vesting date. |
5. Of the 9,000 RSUs granted on 02/27/2009, 5,328 became eligible for vesting and 3,672 were forfeited based on the extent to which certain Issuer performance criteria were met. The RSUs will vest on February 27, 2012 as long as the reporting person remains an employee of the Issuer (or one of its affiliates) through that date. |
6. 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 3 equal annual installments commencing on 02/26/2012 as long as the Reporting Person remains an employee of the Company (or any of its affiliates) through the applicable vesting date. |
7. 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 02/25/2012 as long as the Reporting Person remains an employee of the Company (or any of its affiliates) through the applicable vesting date. |
8. Stock Appreciation Rights vest and become exercisable in 4 equal annual installments commencing on 02/25/2012 as long as the individual remains an employee of the Company (or one of its affiliates) through the applicable vesting date. |
Remarks: |
Douglas A. Suriano | 08/12/2011 | |
** 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 5 (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. |