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*
GLENHILL ADVISORS LLC

(Last) (First) (Middle)
598 MADISON AVENUE, 12TH FLOOR

(Street)
NEW YORK NY 10022

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/24/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 07/24/2007 S/K(2) 2,400,000 D $14.06 6,500,000 I See Footnote(1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Equity Swap (obligation to sell) (2) 07/24/2007 S/K(2) 1 08/24/2008 08/24/2008 Common Stock 2,400,000 (2) 1 I See Footnote(1)
1. Name and Address of Reporting Person*
GLENHILL ADVISORS LLC

(Last) (First) (Middle)
598 MADISON AVENUE, 12TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
KREVLIN GLENN J

(Last) (First) (Middle)
GLENHILL ADVISORS, LLC
598 MADISON AVENUE, 12TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GLENHILL CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)
598 MADISON AVENUE, 12TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The reporting person, Glenn J. Krevlin, is the managing member of Glenhill Advisors, LLC, a limited liability company that is a managing member of Glenhill Capital Management LLC, who has investment control of various private investment funds, including Glenhill Capital LP, Glenhill Capital Overseas Master Fund, LP, and Glenhill Concentrated Long Master Fund, LLC, which collectively own the reported securities. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. Glenhill Capital LP sold 1,482,720 shares of the Common Stock and Glenhill Capital Overseas Master Fund, LP sold 917,280 shares of the Common Stock reported in this Form 4, and each has acquired a corresponding proportion of the derivative security reported in Table II.
2. On July 24, 2007, the reporting persons entered into a total return equity swap agreement with a securities broker under which the reporting persons sold 2,400,000 shares of Common Stock of the Issuer, acquired the right/obligation to the appreciation/depreciation in the total value of the underlying Common Stock as of August 24, 2008 and will pay to the broker "interest" on the total market value of the underlying Common Stock.
Remarks:
/s/ Glenn J. Krevlin, Managing Member, Glenhill Advisors, LLC 07/26/2007
/s/ Glenn J. Krevlin 07/26/2007
/s/ Glenn J. Krevlin, Managing Member, Glenhill Capital Management, LLC 07/26/2007
** 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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