SEC FORM 4

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

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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^*

Rice David K

(Last)

(First)

(Middle)

C/O TEKELEC

5200 PARAMOUNT PARKWAY

(Street)

MORRISVILLE

27560

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior V.P. (See Remarks)

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/27/2012		D⁽¹⁾		24,632⁽¹⁾	D	$11⁽¹⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Share Appreciation Rights	$7.66	01/27/2012		D⁽²⁾			57,000	⁽²⁾	02/25/2017	Common Stock	57,000	$3.34⁽²⁾	0	D
Restricted Stock Units	⁽³⁾	01/27/2012		D⁽⁴⁾			3,750	⁽⁴⁾	⁽⁴⁾	Common Stock	3,750	$11⁽⁴⁾	0	D
Restricted Stock Units	⁽³⁾	01/27/2012		D⁽⁵⁾			7,000	⁽⁵⁾	⁽⁵⁾	Common Stock	7,000	$11⁽⁵⁾	0	D
Restricted Stock Units	⁽³⁾	01/27/2012		D⁽⁶⁾			25,756	⁽⁶⁾	⁽⁶⁾	Common Stock	25,756	$11⁽⁶⁾	0	D
Restricted Stock Units	⁽³⁾	01/27/2012		D⁽⁷⁾			6,750	⁽⁷⁾	⁽⁷⁾	Common Stock	6,750	$11⁽⁷⁾	0	D
Restricted Stock Units	⁽³⁾	01/27/2012		D⁽⁸⁾			11,800	⁽⁸⁾	⁽⁸⁾	Common Stock	11,800	$11⁽⁸⁾	0	D
Restricted Stock Units	⁽³⁾	01/27/2012		D⁽⁹⁾			2,300	⁽⁹⁾	⁽⁹⁾	Common Stock	2,300	$11⁽⁹⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger dated as of November 6, 2011 by and among the issuer, Titan Private Holdings I, LLC and Titan Private Acquisition Corp. (the "Merger Agreement"), at the effective time of the merger, each share of Tekelec Common Stock was canceled in exchange for a cash payment of $11.00 per share. The canceled shares included 416 shares and 305 shares acquired on July 31, 2011 and December 6, 2011, respectively, under the Tekelec Employee Stock Purchase Plan.

2. Pursuant to the Merger Agreement, at the effective time of the merger, the share appreciation rights ("SARs"), which provided for vesting in four equal annual installments commencing on 02/25/2012, were canceled in exchange for a cash payment of $190,380, representing the difference between the grant price of the SARs and the market value of the underlying common stock on the effective date of the merger ($11.00 per share). The per share difference is set forth in Table II, Column 8.

3. Each restricted stock unit converts to Common Stock on a one-for-one basis.

4. Pursuant to the Merger Agreement, at the effective time of the merger, the restricted stock units ("RSUs"), which provided for vesting on 05/16/2012, became fully vested, and each restricted stock unit was canceled in exchange for a cash payment of $11.00.

5. Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs, which provided for vesting in two equal installments on 02/27/2012 and 02/26/2013, became fully vested, and each restricted stock unit was canceled in exchange for a cash payment of $11.00.

6. Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs, which provided for vesting on 02/27/2012, became fully vested, and each restricted stock unit was canceled in exchange for a cash payment of $11.00.

7. Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs, which provided for vesting in three equal installments on 02/26/2012, 02/26/2013 and 02/26/2014, became fully vested, and each restricted stock unit was canceled in exchange for a cash payment of $11.00.

8. Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs, which provided for vesting in four equal annual installments commencing on 02/25/2012, became fully vested, and each restricted stock unit was canceled in exchange for a cash payment of $11.00.

9. Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs, which provided for vesting in three equal annual installments commencing on 02/25/2012, became fully vested, and each restricted stock unit was canceled in exchange for a cash payment of $11.00.

Remarks:

Reporting Person is an Officer of the Issuer and his full title is: Senior Vice President & GM Global Signaling Solutions

	/s/ David K. Rice	01/27/2012
	** Signature of Reporting Person	Date
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