Sec Form 4 Filing - Deering Robert @ TELULAR CORP - 2013-06-24

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 Deering Robert 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) CAO & Controller (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 53,815 D $ 12.61 0 D Common Stock 06/24/2013 U 233 D $ 12.61 0 I ( 1 ) Purchased by Son

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( 6 ) 9,101 ( 2 ) 10/30/2013 Common Stock 9,101 $ 7.99 32,900 D Stock Options (right to buy) $ 4.86 06/24/2013 D( 6 ) 15,000 ( 3 ) 02/02/2016 Common Stock 15,000 $ 4.86 17,900 D Stock Options (right to buy) $ 6 06/24/2013 D( 6 ) 8,000 ( 4 ) 11/08/2017 Common Stock 8,000 $ 6 9,900 D Stock Options (right to buy) $ 9.6 06/24/2013 D( 6 ) 9,900 ( 5 ) 12/10/2018 Common Stock 9,900 $ 9.6 0 D Restricted Stock Units ( 7 ) ( 7 ) 06/24/2013 D 7,527 ( 7 ) ( 7 ) Common Stock 7,527 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Deering Robert 311 S. WACKER DRIVE SUITE 4300 CHICAGO, IL60606 CAO & Controller Signatures /s/ Robert Deering 06/24/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These holdings of Telular common stock are by the son of the Reporting Person. The Reporting person disclaims beneficial ownership of all securities benefically owned or deemed to be beneficially owned directly or indirectly by his son, including these securities, and this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 or any other purpose, the beneficial owner of such securitites. ( 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 1/6 on the six month anniversary of the grant date, 02/02/2010, then 1/36 each month thereafter through 02/02/2013. ( 4 )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. ( 5 )These options were vested 1/6 on the six month anniversary of the grant date, 12/10/12, then 1/36 each month thereafter through 12/10/2015. ( 6 )Disposed of pursuant to the Agreemnt 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. ( 7 )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 perfromamnce mearsurements not yet achieved. Pursuant to the Agreement 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.

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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