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* NATINCO S A (Last) (First) (Middle) 5, BOULEVARD DE LA FOIRE (Street) L-1528 LUXEMBOURG N4 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/20/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	12/20/2004		X(1)		100,949	D	$10.62	9,287,841	D(2)
Common Stock	12/22/2004		X(3)		104,688	D	$10.34	9,183,153	D(2)

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
Contract to Sell (Prepaid Variable Forward Contract)	$10.62	12/20/2004(1)		X(1)			144,000	12/20/2004	12/20/2004	Common Stock	144,000	$0	0	D(2)
Contract to Sell (Prepaid Variable Forward Contract)	$10.34	12/22/2004(3)		X(3)			144,000	12/22/2004	12/22/2004	Common Stock	144,000	$0	0	D(2)

1. Name and Address of Reporting Person* NATINCO S A (Last) (First) (Middle) 5, BOULEVARD DE LA FOIRE (Street) L-1528 LUXEMBOURG N4 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Stirling Trustees Limited, as Trustee of The Natinec Trust under The Natinec Settlement Trust Deed dated January 9, 2003 (Last) (First) (Middle) P.O. BOX 801 VICTORIA CHAMBERS, 1-3 ESPLANADE (Street) ST HELLIER, JERSEY CHANNEL ISL JE4 0SZ (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On December 20, 2004, Natinco, S.A. ("Natinco") settled its obligation to deliver shares of Tekelec Common Stock under a prepaid forward sale contract entered into with an unaffiliated third party buyer (the "Buyer") on November 14, 2002 pursuant to a Rule 10b5-1 trading plan adopted by Natinco. Pursuant to the contract, on or about November 29, 2002, Natinco received a cash payment in the total amount of $1,071,906.58. In exchange for the cash payment, Natinco pledged and agreed to deliver to the Buyer on December 20, 2004 up to 144,000 shares of Tekelec Common Stock. The number of shares to be delivered by Natinco to the Buyer at settlement depended upon the price of Tekelec Common Stock on December 20, 2004 (the "Settlement Price") as follows: (i) if the Settlement Price were less than or equal to $7.6415 per share, then Natinco would be required to deliver all 144,000 shares to the Buyer; (ii) if the Settlement Price were greater than $7.6415 but less than $13.3727 per share, then Natinco would be required to deliver a number of shares equal to the product of 144,000 times $7.6415, divided by the Settlement Price; and (iii) if the Settlement Price were greater than $13.3727, then Natinco would be required to deliver a number of shares equal to 144,000 multiplied by a fraction, the numerator of which would be the sum of $7.6415 plus the difference between the Settlement Price and $13.3727, and the denominator of which would be the Settlement Price. In lieu of the delivery of shares, Natinco also had the option to settle the contract by the delivery of cash. The Settlement Price upon settlement of the contact on December 20, 2004 was $19.17. Accordingly, Natinco transferred 100,949 shares to the Buyer and retained and was not required to deliver to the Buyer 43,051 shares.

2. These securities were or are owned (i) directly by Natinco and (ii) indirectly by Stirling Trustees Limited, as trustee of the Natinec Trust under The Natinec Settlement Trust Deed dated January 9, 2003 (the "Natinec Trust"). The Natinec Trust owns substantially all of the equity interest in Natinco.

3. On December 22, 2004, Natinco, S.A. ("Natinco") settled its obligation to deliver shares of Tekelec Common Stock under a prepaid forward sale contract entered into with an unaffiliated third party buyer (the "Buyer") on November 14, 2002 pursuant to a Rule 10b5-1 trading plan adopted by Natinco. Pursuant to the contract, on or about November 29, 2002, Natinco received a cash payment in the total amount of $1,082,455.18. In exchange for the cash payment, Natinco pledged and agreed to deliver to the Buyer on December 22, 2004 up to 144,000 shares of Tekelec Common Stock. The number of shares to be delivered by Natinco to the Buyer at settlement depended upon the price of Tekelec Common Stock on December 22, 2004 (the "Settlement Price") as follows: (i) if the Settlement Price were less than or equal to $7.7167 per share, then Natinco would be required to deliver all 144,000 shares to the Buyer; (ii) if the Settlement Price were greater than $7.7167 but less than $13.5043 per share, then Natinco would be required to deliver a number of shares equal to the product of 144,000 times $7.7167, divided by the Settlement Price; and (iii) if the Settlement Price were greater than $13.5043, then Natinco would be required to deliver a number of shares equal to 144,000 multiplied by a fraction, the numerator of which would be the sum of $7.7167 plus the difference between the Settlement Price and $13.5043, and the denominator of which would be the Settlement Price. In lieu of the delivery of shares, Natinco also had the option to settle the contract by the delivery of cash. The Settlement Price upon settlement of the contact on December 22, 2004 was $21.20. Accordingly, Natinco transferred 104,688 shares to the Buyer and retained and was not required to deliver to the Buyer 39,312 shares.

Remarks:

	Pierre Lentz, as a Director of Natinco, S.A.	12/22/2004
	John Seil, as a Director of Natinco, S.A.	12/22/2004
	Ronald W. Buckly, Attorney-in-Fact for Paul W. Elliott, as Director of Stirling Trustees Limited, Trustee of the Natinec Trust under The Natinec Settlement Trust Deed dated January 9, 2003	12/22/2004
	** 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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