X0304 4 2012-01-27 1 0000790705 TEKELEC TKLC 0001328255 Rush Gregory S C/O TEKELEC 5200 PARAMOUNT PARKWAY MORRISVILLE NC 27560 0 1 0 0 Chief Financial Officer Common Stock 2012-01-27 4 D 0 24625 11.00 D 0 D Share Appreciation Rights 7.66 2012-01-27 4 D 0 64000 3.34 D 2017-02-25 Common Stock 64000 0 D Restricted Stock Units 2012-01-27 4 D 0 3750 11.00 D Common Stock 3750 0 D Restricted Stock Units 2012-01-27 4 D 0 6661 11.00 D Common Stock 6661 0 D Restricted Stock Units 2012-01-27 4 D 0 4500 11.00 D Common Stock 4500 0 D Restricted Stock Units 2012-01-27 4 D 0 18750 11.00 D Common Stock 18750 0 D Restricted Stock Units 2012-01-27 4 D 0 13300 11.00 D Common Stock 13300 0 D Restricted Stock Units 2012-01-27 4 D 0 2400 11.00 D Common Stock 2400 0 D Restricted Stock Units 2012-01-27 4 D 0 7500 11.00 D Common Stock 7500 0 D 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. 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 $213,760, 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. Each restricted stock unit converts to Common Stock on a one-for-one basis. Pursuant to the Merger Agreement, at the effective time of the merger, the restricted stock units ("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. 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. 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. Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs, which provided for vesting in three equal installments on 04/26/2012, 04/26/2013 and 04/26/2014, became fully vested, and each restricted stock unit was canceled in exchange for a cash payment of $11.00. 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. 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. Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs, which provided for vesting on 03/01/2012, became fully vested, and each restricted stock unit was canceled in exchange for a cash payment of $11.00. /s/ Gregory S. Rush 2012-01-27