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) 07/21/2006 | ||||||||||||||||||||||||||
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, no par value | 07/21/2006 | P | 175,050 | A | $9.9355 | 7,305,050 | I | By Glenhill Capital LP(1)(4) | ||
Common Stock, no par value | 07/21/2006 | P | 74,950 | A | $9.9355 | 7,380,000 | I | By Glenhill Overseas Master Fund, L.P.(2)(4) | ||
Common Stock, no par value | 07/21/2006 | P | 16,315 | A | $9.9364 | 7,396,315 | I | By Glenhill Capital LP(1)(4) | ||
Common Stock, no par value | 07/21/2006 | P | 6,985 | A | $9.9364 | 7,403,300 | I | By Glenhill Overseas Master Fund, L.P.(2)(4) | ||
Common Stock, no par value | 07/21/2006 | P | 697,889 | A | $9.9619 | 8,101,189 | I | By Glenhill Capital LP(1)(4) | ||
Common Stock, no par value | 07/21/2006 | P | 298,811 | A | $9.9619 | 8,400,000 | I | By Glenhill Overseas Master Fund, L.P.(2)(4) | ||
Common Stock, no par value | 07/24/2006 | P | 70,020 | A | $10.2864 | 8,470,020 | I | By Glenhill Capital LP(1)(4) | ||
Common Stock, no par value | 07/24/2006 | P | 29,980 | A | $10.2864 | 8,500,000 | I | By Glenhill Overseas Master Fund, L.P.(2)(4) | ||
Common Stock, no par value | 07/25/2006 | P | 300,000 | A | $10.0625 | 8,800,000 | I | By Glenhill Concentrated Long Master Fund, L.L.C.(3)(4) | ||
Common Stock, no par value | 07/26/2006 | P | 1,291 | A | $10.05 | 8,801,291 | I | By Glenhill Concentrated Long Master Fund, L.L.C.(3)(4) | ||
Common Stock, no par value | 07/26/2006 | P | 98,709 | A | $10.385 | 8,900,000 | I | By Glenhill Concentrated Long Master Fund, L.L.C.(3)(4) |
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 |
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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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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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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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. Glenhill Capital Management, LLC, as the general partner of Glenhill Capital LP, may be deemed to beneficially own the shares owned by Glenhill Capital LP. Glenhill Advisors, LLC, as the managing member of Glenhill Capital Management, LLC, may be deemed to beneficially own the shares owned by Glenhill Capital LP. Glenn Krevlin is the managing member of Glenhill Advisors, LLC. |
2. Glenhill Capital Overseas GP, Ltd., as general partner of Glenhill Capital Overseas Master Fund, L.P., may be deemed to beneficially own the shares owned by Glenhill Capital Overseas Master Fund L.P. Glenhill Overseas Management, LLC, as investment advisor of Glenhill Capital Overseas Master Fund, L.P., may be deemed to beneficially own the shares owned by Glenhill Capital Overseas Master Fund, L.P. Glenhill Advisors, LLC , as the managing member of Glenhill Overseas Management LLC, may be deeded to beneficially own the shares owned by Glenhill Capital Overseas Master Fund, L.P. Glenn Krevlin is the managing member of Glenhill Advisors, LLC and the sole director of Glenhill Capital Overseas GP, Ltd. |
3. Glenhill Capital Management LLC, as the managing member of Glenhill Concentrated Long Master Fund, LLC, may be deemed to beneficially own the shares owned by Glenhill Concentrated Long Master Fund, LLC.. Glenhill Advisors, LLC , as the managing member of Glenhill Capital Management, LLC, may be deemed to beneficially own the shares owned by Glenhill Concentrated Long Master Fund, LLC. Glenn Krevlin is the managing member of Glenhill Advisors, LLC. |
4. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
Remarks: |
/s/ Glenn J. Krevlin, Managing Member of Glenhill Advisors, LLC | 07/31/2006 | |
** 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. |