Wells Marykay 4

4 · TEKELEC · Filed Mar 1, 2011

Form 4

Period: 2011-02-25

Chief Information Officer

Transactions

Exercise/Conversion
Common Stock
2011-02-26+1,500→ 1,500 total
Award
Share Appreciation Rights
2011-02-25+46,200→ 46,200 total
Exercise: $7.66Exp: 2017-02-25→ Common Stock (46,200 underlying)
Award
Restricted Stock Units
2011-02-25+9,600→ 9,600 total
→ Common Stock (9,600 underlying)
Exercise/Conversion
Restricted Stock Units
2011-02-26−1,500→ 4,500 total
From: 2011-02-26Exp: 2011-02-26→ Common Stock (1,500 underlying)
Tax Payment
Common Stock
2011-02-28$7.67/sh−550$4,219→ 950 total
Exercise/Conversion
Common Stock
2011-02-27+1,875→ 2,825 total
Tax Payment
Common Stock
2011-02-28$7.67/sh−688$5,277→ 2,137 total
Exercise/Conversion
Restricted Stock Units
2011-02-27−1,875→ 3,750 total
From: 2011-02-27Exp: 2011-02-27→ Common Stock (1,875 underlying)

Footnotes (6)

[F1]Shares were withheld to pay taxes applicable to the acquisition of shares of Common Stock upon the vesting of Restricted Stock Units ("RSUs").
[F2]Each RSU converts to Common Stock on a one-for-one basis.
[F3]Each RSU represents the right to receive, upon vesting, one share of Tekelec Common Stock. The RSUs will vest (and shares represented thereby will be issued) in 4 equal annual installments commencing on 02/25/12 as long as the Reporting Person remains an employee of the Company (or any of its affiliates) from the grant date through the applicable vesting date.
[F4]Stock Appreciation Rights vest and become exercisable in 4 equal annual installments commencing on 02/25/12 as long as the individual remains an employee of the Company (or one of its affiliates) from the grant date through the applicable vesting date.
[F5]RSUs vested on 2/26/11 as to 1,500 shares which (subject to the witholding of shares to pay withholding taxes) were issued on that date.
[F6]RSUs vested on 2/27/11 as to1,875 shares which (subject to the witholding of shares to pay withholding taxes) were issued on that date.

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