4//SEC Filing
KUPINSKY STUART 4
Accession 0000950138-12-000052
CIK 0000790705other
Filed
Jan 29, 7:00 PM ET
Accepted
Jan 30, 7:09 PM ET
Size
22.9 KB
Accession
0000950138-12-000052
Insider Transaction Report
Form 4
TEKELECTKLC
KUPINSKY STUART
Senior V.P. (See Remarks)
Transactions
- Disposition to Issuer
Restricted Stock Units
2012-01-27$11.00/sh−11,800$129,800→ 0 total→ Common Stock (11,800 underlying) - Disposition to Issuer
Restricted Stock Units
2012-01-27$11.00/sh−25,756$283,316→ 0 total→ Common Stock (25,756 underlying) - Disposition to Issuer
Restricted Stock Units
2012-01-27$11.00/sh−6,750$74,250→ 0 total→ Common Stock (6,750 underlying) - Disposition to Issuer
Restricted Stock Units
2012-01-27$11.00/sh−3,750$41,250→ 0 total→ Common Stock (3,750 underlying) - Disposition to Issuer
Restricted Stock Units
2012-01-27$11.00/sh−2,600$28,600→ 0 total→ Common Stock (2,600 underlying) - Disposition to Issuer
Common Stock
2012-01-27$11.00/sh−29,545$324,995→ 0 total - Disposition to Issuer
Share Appreciation Rights
2012-01-27$3.34/sh−57,000$190,380→ 0 totalExercise: $7.66Exp: 2017-02-25→ Common Stock (57,000 underlying) - Disposition to Issuer
Restricted Stock Units
2012-01-27$11.00/sh−7,000$77,000→ 0 total→ Common Stock (7,000 underlying)
Footnotes (9)
- [F1]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.
- [F2]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 $190,380, 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.
- [F3]Each restricted stock unit converts to Common Stock on a one-for-one basis.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]Pursuant to the Merger Agreement, at the effective time of the merger, the RSUs, which provided for vesting in three equal installments on 05/13/2012, 05/13/2013 and 05/13/2014, became fully vested, and each restricted stock unit was canceled in exchange for a cash payment of $11.00.
- [F8]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.
- [F9]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.
Documents
Issuer
TEKELEC
CIK 0000790705
Entity typeother
Related Parties
1- filerCIK 0001289593
Filing Metadata
- Form type
- 4
- Filed
- Jan 29, 7:00 PM ET
- Accepted
- Jan 30, 7:09 PM ET
- Size
- 22.9 KB