Sec Form 4 Filing - Brody George @ TELULAR CORP - 2013-06-24

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Brody George
2. Issuer Name and Ticker or Trading Symbol
TELULAR CORP [ WRLS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Sr VP GM Terminal Segment
(Last) (First) (Middle)
311 S. WACKER DRIVE, SUITE 4300
3. Date of Earliest Transaction (MM/DD/YY)
06/24/2013
(Street)
CHICAGO, IL60606
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/24/2013 U 62,020 D $ 12.61 0 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Options (right to buy) $ 7.99 06/24/2013 D( 1 ) 25,000 ( 2 ) 10/30/2013 Common Stock 25,000 $ 7.99 194,400 D
Stock Options (right to buy) $ 3.95 06/24/2013 D( 1 ) 40,000 ( 3 ) 02/05/2014 Common Stock 40,000 $ 3.95 154,400 D
Stock Option (right to buy) $ 1.49 06/24/2013 D( 1 ) 40,000 ( 4 ) 09/30/2014 Common Stock 40,000 $ 1.49 114,400 D
Stock Options (right to buy) $ 3 06/24/2013 D( 1 ) 15,000 ( 5 ) 11/03/2015 Common Stock 15,000 $ 3 99,400 D
Stock Options (right to buy) $ 4.86 06/24/2013 D( 1 ) 35,000 ( 6 ) 02/02/2016 Common Stock 35,000 $ 4.86 64,400 D
Stock Options (right to buy) $ 6 06/24/2013 D( 1 ) 19,900 ( 7 ) 11/08/2017 Common Stock 19,900 $ 6 44,500 D
Stock Options (right to buy) $ 9.6 06/24/2013 D( 1 ) 44,500 ( 8 ) 12/10/2018 Common Stock 44,500 $ 9.6 0 D
Restricted Stock Units ( 9 ) ( 9 ) 06/24/2013 D 24,068 ( 9 ) ( 9 ) Common Stock 24,068 ( 9 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brody George
311 S. WACKER DRIVE
SUITE 4300
CHICAGO, IL60606
Sr VP GM Terminal Segment
Signatures
/s/ George S. Brody 06/24/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to the Agreement and Plan of Merger dated April 29, 2013 between Telular Corporation, ACP Tower Holdings,LLC and ACP Tower Merger Sub, Inc. The Reporting Person will receive the difference between $12.61 and the respective exercise price per option.
( 2 )These options were vested 33% on 10/30/2008, 33% on 10/30/2009 and 34% on 10/30/2010.
( 3 )These options were vested 33% on 2/05/2009, 33% on 2/05/2010 and 34% on 2/05/2011.
( 4 )These options were vested 1/6 on the six month anniversary of the grant date, 11/04/2008, then 1/36 each month thereafter through 9/30/2011.
( 5 )These options were vested 1/6 on the six month anniversary of the grant date, 11/03/2009, then 1/36 each month thereafter through 11/03/2012.
( 6 )These options were vested 1/6 on the six month anniversary of the grant date, 02/02/2010, then 1/36 each month thereafter through 02/02/2013.
( 7 )These options were vested 1/6 on the six month anniversary of the grant date, 11/08/2011, then 1/36 each month thereafter through 11/08/2014.
( 8 )These options were vested 1/6 on the six month anniversary of the grant date, 12/10/2012, then 1/36 each month thereafter through 12/10/2015.
( 9 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of Telular common stock. These RSUs were granted to the Reporting Person pursuant to achieving fiscal years 2011 and 2012 performance measurements and a grant in fiscal year 2013 for performance measurements not yet achieved. Pursuant to the Agreemnt and Plan of Merger, all RSUs, earned and unearned, will be canceled and converted into rights to receive, in cash, $12.61 per unit. Unearned performance-based RSUs vested at target levels in accordance with the Agreement and Plan of Merger.

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