X0202 4 2005-05-24 0000790705 TEKELEC TKLC 0001214764 NATINCO S A 5, BOULEVARD DE LA FOIRE L-1528 LUXEMBOURG N4 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 28-30 THE PARADE ST HELIER, JERSEY CHANNEL ISL JE4 0SZ 0 0 1 0 Common Stock 2005-05-24 4 X 0 77600 12.15 D 8875136 D Common Stock 2005-05-26 4 X 0 73836 12.53 D 8801300 D Contract to Sell (Prepaid Variable Forward Contract) 2005-05-24 4 X 0 110000 0 D 2005-05-24 2005-05-24 Common Stock 110000 0 D Contract to Sell (Prepaid Variable Forward Contract) 2005-05-26 4 X 0 110000 0 D 2005-05-26 2005-05-26 Common Stock 110000 0 D On May 24, 2005, 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 May 7, 2003 pursuant to a Rule 10b5-1 trading plan adopted by Natinco. Pursuant to the contract, on or about May 16, 2003, Natinco received a cash payment in the total amount of $942,544.52. In exchange for the cash payment, Natinco pledged and agreed to deliver to the Buyer on May 24, 2005 up to 110,000 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 May 24, 2005 (the "Settlement Price") as follows: (i) if the Settlement Price were less than or equal to $9.2696 per share, then Natinco would be required to deliver all 110,000 shares to the Buyer; (ii) if the Settlement Price were greater than $9.2696 but less than $16.2218 per share, then Natinco would be required to deliver a number of shares equal to the product of 110,000 times $9.2696, divided by the Settlement Price; and (iii) if the Settlement Price were greater than $16.2218, then Natinco would be required to deliver a number of shares equal to 110,000 multiplied by a fraction, the numerator of which would be the sum of $9.2696 plus the difference between the Settlement Price and $16.2218, 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 May 24, 2005 was $13.14. Accordingly, Natinco transferred 77,600 shares and retained and was not required to deliver 32,400 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 May 26, 2005, 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 May 7, 2003 pursuant to a Rule 10b5-1 trading plan adopted by Natinco. Pursuant to the contract, on or about May 20, 2003, Natinco received a cash payment in the total amount of $924,811.31. In exchange for the cash payment, Natinco pledged and agreed to deliver to the Buyer on May 26, 2005 up to 110,000 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 May 26, 2005 (the "Settlement Price") as follows: (i) if the Settlement Price were less than or equal to $9.0952 per share, then Natinco would be required to deliver all 110,000 shares to the Buyer; (ii) if the Settlement Price were greater than $9.0952 but less than $15.9166 per share, then Natinco would be required to deliver a number of shares equal to the product of 110,000 times $9.0952, divided by the Settlement Price; and (iii) if the Settlement Price were greater than $15.9166, then Natinco would be required to deliver a number of shares equal to 110,000 multiplied by a fraction, the numerator of which would be the sum of $9.0952 plus the difference between the Settlement Price and $15.9166, 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 May 26, 2005 was $13.55. Accordingly, Natinco transferred 73,836 shares and retained and was not required to deliver 36,164 shares. Pierre Lentz, as a Director of Natinco, S.A. 2005-05-26 John Seil, as a Director of Natinco, S.A. 2005-05-26 Paul W. Elliott, as Director of Stirling Trustees Limited, Trustee of the Natinec Trust under The Natinec Settlement Trust Deed dated January 9, 2003 2005-05-26