4//SEC Filing
Coleman Thomas Jason 4
Accession 0000904454-12-000038
CIK 0000790705other
Filed
Jan 29, 7:00 PM ET
Accepted
Jan 30, 3:18 PM ET
Size
18.5 KB
Accession
0000904454-12-000038
Insider Transaction Report
Form 4
TEKELECTKLC
KENSICO CAPITAL MANAGEMENT CORP
10% Owner
Transactions
- Disposition from Tender
Common Stock
2012-01-27$11.00/sh−6,974,844$76,723,284→ 0 total(indirect: by Funds named in Footnotes (1) and (2))
Kensico Offshore Fund, Ltd.
10% Owner
Transactions
- Disposition from Tender
Common Stock
2012-01-27$11.00/sh−6,974,844$76,723,284→ 0 total(indirect: by Funds named in Footnotes (1) and (2))
Lowenstein Michael Bernard
10% Owner
Transactions
- Disposition from Tender
Common Stock
2012-01-27$11.00/sh−6,974,844$76,723,284→ 0 total(indirect: by Funds named in Footnotes (1) and (2))
Kensico Capital, LLC
10% Owner
Transactions
- Disposition from Tender
Common Stock
2012-01-27$11.00/sh−6,974,844$76,723,284→ 0 total(indirect: by Funds named in Footnotes (1) and (2))
Kensico Associates LP
10% Owner
Transactions
- Disposition from Tender
Common Stock
2012-01-27$11.00/sh−6,974,844$76,723,284→ 0 total(indirect: by Funds named in Footnotes (1) and (2))
Kensico Offshore Fund II Master Ltd.
10% Owner
Transactions
- Disposition from Tender
Common Stock
2012-01-27$11.00/sh−6,974,844$76,723,284→ 0 total(indirect: by Funds named in Footnotes (1) and (2))
Coleman Thomas Jason
10% Owner
Transactions
- Disposition from Tender
Common Stock
2012-01-27$11.00/sh−6,974,844$76,723,284→ 0 total(indirect: by Funds named in Footnotes (1) and (2))
Kensico Partners, L.P.
10% Owner
Transactions
- Disposition from Tender
Common Stock
2012-01-27$11.00/sh−6,974,844$76,723,284→ 0 total(indirect: by Funds named in Footnotes (1) and (2))
Footnotes (3)
- [F1]Consists of (i) 2,412,806 shares of Common Stock directly held by Kensico Associates, L.P. ("KA"), (ii) 2,044,840 shares of Common Stock directly held by Kensico Offshore Fund, Ltd. ("KO"), (iii) 1,641,704 shares of Common Stock directly held by Kensico Partners, L.P. ("KP") and (iv) 875,494 shares of Common Stock directly held by Kensico Offshore Fund II Master, Ltd. ("KO II"). The securities reported as directly beneficially owned by KO and KO II may be deemed to be indirectly beneficially owned by Kensico Capital Management Corp., which is the investment manager of KO and KO II having voting and investment control over the securities held by KO and KO II. The securities reported as directly beneficially owned by KA and KP may be deemed to be indirectly beneficially owned by Kensico Capital , L.L.C., which is the sole general partner of KA and KP having voting and investment control over the securities held by KA and KP.
- [F2]Thomas J. Coleman, who is a director of the Issuer, and Michael B. Lowenstein are the controlling shareholders of Kensico Capital Management Corp. and managing members of Kensico Capital, L.L.C., and may therefore also be deemed to indirectly beneficially own the securities directly beneficially owned by KO, KO II, KA and KP. Pursuant to Instruction 4(b)(iv) of Form 4, Kensico Capital Management Corp., Kensico Capital, L.L.C., Thomas J. Coleman and Michael B. Lowenstein have elected to report as indirectly beneficially owned the entire number of securities owned by KO, KO II, KA and KP, but each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed its or his pecuniary interest therein and/or that are not actually distributed to it or him.
- [F3]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"), pursuant to which Titan Private Acquisition Corp. merged with and into the Issuer and the Issuer became a wholly-owned subsidiary of Titan Private Holdings I, LLC (the "Merger"), 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.
Documents
Issuer
TEKELEC
CIK 0000790705
Entity typeother
Related Parties
1- filerCIK 0001443559
Filing Metadata
- Form type
- 4
- Filed
- Jan 29, 7:00 PM ET
- Accepted
- Jan 30, 3:18 PM ET
- Size
- 18.5 KB