X0203 3 2010-11-09 0 0000790705 TEKELEC TKLC 0001113000 KENSICO CAPITAL MANAGEMENT CORP 55 RAILROAD AVENUE, 2ND FLOOR GREENWICH CT 06830 0 0 1 0 0001406639 Kensico Associates LP C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR GREENWICH CT 06830 0 0 1 0 0001442776 Kensico Partners, L.P. C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR GREENWICH CT 06830 0 0 1 0 0001442780 Kensico Offshore Fund, Ltd. C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR GREENWICH CT 06830 0 0 1 0 0001442782 Kensico Offshore Fund II Master Ltd. C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR GREENWICH CT 06830 0 0 1 0 0001442779 Kensico Capital, LLC C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR GREENWICH CT 06830 0 0 1 0 0001443560 Lowenstein Michael Bernard C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR GREENWICH CT 06830 0 0 1 0 0001443559 Coleman Thomas Jason C/O KENSICO CAPITAL MANAGEMENT 55 RAILROAD AVENUE, 2ND FLOOR GREENWICH CT 06830 0 0 1 0 Common Stock 6974844 I By Funds named in Footnotes Consists of (i) 2,412,806 shares of Common Stock directly held by Kensico Associates, L.P. ("KA"), (ii) 2,044,840 shares of Common Stock directly held by Kensico Offshore Fund, Ltd. ("KO"), (iii) 1,641,704 shares of Common Stock directly held by Kensico Partners, L.P. ("KP") and (iv) 875,494 shares of Common Stock directly held by Kensico Offshore Fund II Master, Ltd. ("KO II"). The securities reported as directly beneficially owned by KA, KO, KP and KO II may be deemed to be indirectly beneficially owned by Kensico Capital Management Corp., which is the investment manager of each such entity and has voting and investment control over the securities held by each such entity. The securities reported as directly beneficially owned by KA and KP may also be deemed to be indirectly beneficially owned by Kensico Capital, L.L.C., which is the sole general partner of KA and KP. Thomas Jason Coleman and Michael Bernard Lowenstein are the controlling shareholders of Kensico Capital Management Corp. and managing members of Kensico Capital, L.L.C., and may therefore also be deemed to indirectly beneficially own the securities directly beneficially owned by KO, KO II, KA and KP. Pursuant to Instruction 5(b)(iv) of Form 3, Kensico Capital Management Corp., Kensico Capital, L.L.C., Thomas Jason Coleman and Michael Bernard Lowenstein have elected to report as indirectly beneficially owned the entire number of securities owned by KO, KO II, KA and KP, but each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed its or his pecuniary interest therein and/or that are not actually distributed to it or him. /s/ Michael Bernard Lowenstein, Director of Kensico Capital Management Corp., LLC 2010-11-17 /s/ Michael Bernard Lowenstein, Managing Member of Kensico Capital, L.L.C., General Partner of Kensico Associates, L.P. 2010-11-17 /s/ Michael Bernard Lowenstein, Managing Member of Kensico Capital, L.L.C., General Partner of Kensico Partners, L.P. 2010-11-17 /s/ Michael Bernard Lowenstein, Director of Kensico Capital Management Corp., Investment Manager of Kensico Offshore Fund, Ltd. 2010-11-17 /s/ Michael Bernard Lowenstein, Director of Kensico Capital Management Corp., Investment Manager of Kensico Offshore Fund II Master, Ltd. 2010-11-17 /s/ Michael Bernard Lowenstein, Managing Member of Kensico Capital, L.L.C. 2010-11-17 /s/ Michael Bernard Lowenstein 2010-11-17 /s/ Thomas Jason Coleman 2010-11-17