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) 05/24/2005 | ||||||||||||||||||||||||||
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 | 05/24/2005 | X(1) | 77,600 | D | $12.15 | 8,875,136 | D(2) | |||
Common Stock | 05/26/2005 | X(3) | 73,836 | D | $12.53 | 8,801,300 | D(2) |
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 | ||||||||
Contract to Sell (Prepaid Variable Forward Contract) | (1) | 05/24/2005 | X(1) | 110,000 | 05/24/2005 | 05/24/2005 | Common Stock | 110,000 | $0 | 0 | D(2) | ||||
Contract to Sell (Prepaid Variable Forward Contract) | (3) | 05/26/2005 | X(3) | 110,000 | 05/26/2005 | 05/26/2005 | Common Stock | 110,000 | $0 | 0 | D(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On May 24, 2005, 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 May 7, 2003 pursuant to a Rule 10b5-1 trading plan adopted by Natinco. Pursuant to the contract, on or about May 16, 2003, Natinco received a cash payment in the total amount of $942,544.52. In exchange for the cash payment, Natinco pledged and agreed to deliver to the Buyer on May 24, 2005 up to 110,000 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 May 24, 2005 (the "Settlement Price") as follows: (i) if the Settlement Price were less than or equal to $9.2696 per share, then Natinco would be required to deliver all 110,000 shares to the Buyer; (ii) if the Settlement Price were greater than $9.2696 but less than $16.2218 per share, then Natinco would be required to deliver a number of shares equal to the product of 110,000 times $9.2696, divided by the Settlement Price; and (iii) if the Settlement Price were greater than $16.2218, then Natinco would be required to deliver a number of shares equal to 110,000 multiplied by a fraction, the numerator of which would be the sum of $9.2696 plus the difference between the Settlement Price and $16.2218, 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 May 24, 2005 was $13.14. Accordingly, Natinco transferred 77,600 shares and retained and was not required to deliver 32,400 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 May 26, 2005, 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 May 7, 2003 pursuant to a Rule 10b5-1 trading plan adopted by Natinco. Pursuant to the contract, on or about May 20, 2003, Natinco received a cash payment in the total amount of $924,811.31. In exchange for the cash payment, Natinco pledged and agreed to deliver to the Buyer on May 26, 2005 up to 110,000 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 May 26, 2005 (the "Settlement Price") as follows: (i) if the Settlement Price were less than or equal to $9.0952 per share, then Natinco would be required to deliver all 110,000 shares to the Buyer; (ii) if the Settlement Price were greater than $9.0952 but less than $15.9166 per share, then Natinco would be required to deliver a number of shares equal to the product of 110,000 times $9.0952, divided by the Settlement Price; and (iii) if the Settlement Price were greater than $15.9166, then Natinco would be required to deliver a number of shares equal to 110,000 multiplied by a fraction, the numerator of which would be the sum of $9.0952 plus the difference between the Settlement Price and $15.9166, 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 May 26, 2005 was $13.55. Accordingly, Natinco transferred 73,836 shares and retained and was not required to deliver 36,164 shares. |
Remarks: |
Pierre Lentz, as a Director of Natinco, S.A. | 05/26/2005 | |
John Seil, as a Director of Natinco, S.A. | 05/26/2005 | |
Paul W. Elliott, as Director of Stirling Trustees Limited, Trustee of the Natinec Trust under The Natinec Settlement Trust Deed dated January 9, 2003 | 05/26/2005 | |
** 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. |