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*
Rush Gregory S

(Last) (First) (Middle)
C/O TEKELEC
5200 PARAMOUNT PARKWAY

(Street)
MORRISVILLE NC 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)
Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2010
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)
Code V Amount (A) or (D) Price
Common Stock 02/26/2010 M 2,500 A $0 2,500 D
Common Stock 02/26/2010 F(1) 967(1) D $16.52 1,533 D
Common Stock 02/27/2010 M 1,875 A $0 3,408 D
Common Stock 03/01/2010 F(1) 677(1) D $17.26 2,731 D
Common Stock 03/01/2010 M 7,500 A $0 10,231 D
Common Stock 03/01/2010 F(1) 2,434(1) D $17.26 7,797 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 02/26/2010 A 6,000 (3) 02/26/2014(3) Common Stock 6,000 $0 6,000 D
Restricted Stock Units (2) 02/26/2010 M 2,500 02/26/2010(4) 02/26/2010(4) Common Stock 2,500 $0 2,500 D
Restricted Stock Units (2) 02/27/2010 M 1,875 02/27/2010(5) 02/27/2010(5) Common Stock 1,875 $0 5,625 D
Restricted Stock Units (2) 03/01/2010 M 7,500 03/01/2010(6) 03/01/2010(6) Common Stock 7,500 $0 15,000 D
Explanation of Responses:
1. Shares were withheld to pay withholding taxes applicable to the acquisition of shares of Common Stock upon the vesting of Restricted Stock Units ("RSUs").
2. Each RSU converts to Common Stock on a one-for-one basis.
3. Each RSU represents the right to receive, upon vesting, one share of Tekelec Common Stock. The RSUs will vest (and shares represented thereby will be issued) in 4 equal annual installments commencing on 02/26/11 as long as individual remains an employee of the Company (or any of its affiliates) from the grant date through the applicable vesting date.
4. RSUs vested on 02/26/10 as to 2,500 shares which (subject to the withholding of shares to pay withholding taxes) were issued on that date.
5. RSUs vested on 02/27/10 as to 1,875 shares which (subject to the withholding of shares to pay withholding taxes) were issued on that date.
6. RSUs vested on 03/01/10 as to 7,500 shares which (subject to the withholding of shares to pay withholding taxes) were issued on that date.
Remarks:
Gregory S. Rush 03/02/2010
** 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.