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^*

Wells Marykay

(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)
	Chief Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2011

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	02/26/2011		M		1,500	A	$0	1,500	D
Common Stock	02/28/2011		F⁽¹⁾		550⁽¹⁾	D	$7.67	950	D
Common Stock	02/27/2011		M		1,875	A	$0	2,825	D
Common Stock	02/28/2011		F⁽¹⁾		688⁽¹⁾	D	$7.67	2,137	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)
Restricted Stock Units	⁽²⁾	02/25/2011		A		9,600		⁽³⁾	⁽³⁾	Common Stock	9,600	$0	9,600	D
Share Appreciation Rights	$7.66	02/25/2011		A		46,200		⁽⁴⁾	02/25/2017⁽⁴⁾	Common Stock	46,200	$0	46,200	D
Restricted Stock Units	⁽²⁾	02/26/2011		M			1,500	02/26/2011⁽⁵⁾	02/26/2011⁽⁵⁾	Common Stock	1,500	$0	4,500	D
Restricted Stock Units	⁽²⁾	02/27/2011		M			1,875	02/27/2011⁽⁶⁾	02/27/2011⁽⁶⁾	Common Stock	1,875	$0	3,750	D

Explanation of Responses:

1. Shares were withheld to pay 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 02/25/12 as long as the Reporting Person remains an employee of the Company (or any of its affiliates) from the grant date through the applicable vesting date.

4. Stock Appreciation Rights vest and become exercisable in 4 equal annual installments commencing on 02/25/12 as long as the individual remains an employee of the Company (or one of its affiliates) from the grant date through the applicable vesting date.

5. RSUs vested on 2/26/11 as to 1,500 shares which (subject to the witholding of shares to pay withholding taxes) were issued on that date.

6. RSUs vested on 2/27/11 as to1,875 shares which (subject to the witholding of shares to pay withholding taxes) were issued on that date.

Remarks:

	Marykay Wells	03/01/2011
	** 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).
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