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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TEKELEC [ TKLC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/27/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 01/27/2012 | D(1) | 25,028 | D | $11(1) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Share Appreciation Rights | $7.66 | 01/27/2012 | D(2) | 71,300 | (2) | 02/25/2017 | Common Stock | 71,300 | $3.34(2) | 0 | D | ||||
Share Appreciation Rights | $8.76 | 01/27/2012 | D(3) | 100,000 | (3) | 06/02/2017 | Common Stock | 100,000 | $2.24(3) | 0 | D | ||||
Restricted Stock Units | (4) | 01/27/2012 | D(5) | 75,000 | (5) | (5) | Common Stock | 75,000 | $11(5) | 0 | D | ||||
Restricted Stock Units | (4) | 01/27/2012 | D(6) | 6,250 | (6) | (6) | Common Stock | 6,250 | $11(6) | 0 | D | ||||
Restricted Stock Units | (4) | 01/27/2012 | D(7) | 8,500 | (7) | (7) | Common Stock | 8,500 | $11(7) | 0 | D | ||||
Restricted Stock Units | (4) | 01/27/2012 | D(8) | 30,196 | (8) | (8) | Common Stock | 30,196 | $11(8) | 0 | D | ||||
Restricted Stock Units | (4) | 01/27/2012 | D(9) | 7,500 | (9) | (9) | Common Stock | 7,500 | $11(9) | 0 | D | ||||
Restricted Stock Units | (4) | 01/27/2012 | D(10) | 14,700 | (10) | (10) | Common Stock | 14,700 | $11(10) | 0 | D | ||||
Restricted Stock Units | (4) | 01/27/2012 | D(11) | 7,800 | (11) | (11) | Common Stock | 7,800 | $11(11) | 0 | D |
Explanation of Responses: |
1. Pursuant to the Agreement and Plan of Merger dated as of November 6, 2011 by and among the issuer, Titan Private Holdings I, LLC and Titan Private Acquisition Corp. (the "Merger Agreement"), at the effective time of the merger, each share of Tekelec Common Stock was canceled in exchange for a cash payment of $11.00 per share. |
2. Pursuant to the Merger Agreement, at the effective time of the merger, the share appreciation rights ("SARs"), which provided for vesting in four equal annual installments commencing on 02/25/2012, were canceled in exchange for a cash payment of $238,142, representing the difference between the grant price of the SARs and the market value of the underlying common stock on the effective date of the merger ($11.00 per share). The per share difference is set forth in Table II, Column 8. |
3. Pursuant to the Merger Agreement, at the effective time of the merger, the share appreciation rights, which provided for vesting in four equal annual installments commencing on 06/02/2012, were canceled in exchange for a cash payment of $224,000, representing the difference between the grant price of the SARs and the market value of the underlying common stock on the effective date of the merger ($11.00 per share). The per share difference is set forth in Table II, Column 8. |
4. Each restricted stock unit converts to Common Stock on a one-for-one basis. |
5. Pursuant to the Merger Agreement, at the effective time of the merger, the restricted stock units ("RSUs"), which provided for vesting on 05/31/2015, became fully vested, and each restricted stock unit was canceled in exchange for a cash payment of $11.00. |
6. Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs, which provided for vesting on 05/16/2012, became fully vested, and each restricted stock unit was canceled in exchange for a cash payment of $11.00. |
7. Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs, which provided for vesting in two equal installments on 02/27/2012 and 02/27/2013, became fully vested, and each restricted stock unit was canceled in exchange for a cash payment of $11.00. |
8. Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs, which provided for vesting on 02/27/2012, became fully vested, and each restricted stock unit was canceled in exchange for a cash payment of $11.00. |
9. Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs, which provided for vesting in three equal installments on 02/26/2012, 02/26/2013 and 02/26/2014, became fully vested, and each restricted stock unit was canceled in exchange for a cash payment of $11.00. |
10. Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs, which provided for vesting in four equal annual installments commencing on 02/25/2012, became fully vested, and each restricted stock unit was canceled in exchange for a cash payment of $11.00. |
11. Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs, which provided for vesting in three equal annual installments commencing on 02/25/2012, became fully vested, and each restricted stock unit was canceled in exchange for a cash payment of $11.00. |
Remarks: |
/s/ Ronald J. de Lange | 01/27/2012 | |
** 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. |