X0202 4 2004-12-02 0000790705 TEKELEC TKLC 0001214764 NATINCO S A 15, RUE DE LA CHAPELLE L-1325 LUXEMBOURG GRAND-DUCHY OF LUXEMBOURG 0 0 1 0 0001310115 Stirling Trustees Limited, as Trustee of The Natinec Trust under The Natinec Settlement Trust Deed dated January 9, 2003 P.O. BOX 801 VICTORIA CHAMBERS, 1-3 ESPLANADE ST HELLIER, JERSEY CHANNEL ISL JE4 0SZ 0 0 1 0 Common Stock 2004-12-02 4 X 0 109653 9.81 D 9734247 D Common Stock 2004-12-06 4 X 0 109161 9.92 D 9625086 D Contract to Sell (Prepaid Variable Forward Contract) 9.81 2004-12-02 4 X 0 144000 0 D 2004-12-02 2004-12-02 Common Stock 144000 0 D Contract to Sell (Prepaid Variable Forward Contract) 9.92 2004-12-06 4 X 0 144000 0 D 2004-12-06 2004-12-06 Common Stock 144000 0 D On December 2, 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 26, 2002, Natinco received a cash payment in the total amount of $1,075,553.70. In exchange for the cash payment, Natinco pledged and agreed to deliver to the Buyer on December 2, 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 2, 2004 (the "Settlement Price") as follows: (i) if the Settlement Price were less than or equal to $7.6675 per share, then Natinco would be required to deliver all 144,000 shares to the Buyer; (ii) if the Settlement Price were greater than $7.6675 but less than $13.4182 per share, then Natinco would be required to deliver a number of shares equal to the product of 144,000 times $7.6675, divided by the Settlement Price; and (iii) if the Settlement Price were greater than $13.4182, 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 $7.6675 plus the difference between the Settlement Price and $13.4182, 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 2, 2004 was $24.11. Accordingly, Natinco transferred 109,653 shares to the Buyer and retained and was not required to deliver to the Buyer 34,347 shares. 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. On December 6, 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 27, 2002, Natinco received a cash payment in the total amount of $1,082,836.73. In exchange for the cash payment, Natinco pledged and agreed to deliver to the Buyer on December 6, 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 6, 2004 (the "Settlement Price") as follows: (i) if the Settlement Price were less than or equal to $7.7194 per share, then Natinco would be required to deliver all 144,000 shares to the Buyer; (ii) if the Settlement Price were greater than $7.7194 but less than $13.509 per share, then Natinco would be required to deliver a number of shares equal to the product of 144,000 times $7.7194, divided by the Settlement Price; and (iii) if the Settlement Price were greater than $13.509, 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 $7.7194 plus the difference between the Settlement Price and $13.509, 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 6, 2004 was $23.93. Accordingly, Natinco transferred 109,161 shares to the Buyer and retained and was not required to deliver to the Buyer 34,839 shares. Pierre Lentz, as a Director of Natinco, S.A. 2004-12-06 John Seil, as a Director of Natinco, S.A. 2004-12-06 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 2004-12-06