SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SMITH VINCENT C

(Last)

(First)

(Middle)

C/O QUEST SOFTWARE, INC.

5 POLARIS WAY

(Street)

ALISO VIEJO

92656

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
QUEST SOFTWARE INC [ QSFT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/27/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/27/2006		C⁽¹⁾		250,000	D	⁽¹⁾	30,342,300	I	Through limited liability companies
Common Stock	12/11/2006		C⁽¹⁾		200,000	D	⁽¹⁾	30,142,300	I	Through limited liability companies
Common Stock	12/26/2006		C⁽¹⁾		250,000	D	⁽¹⁾	29,892,300	I	Through limited liability companies
Common Stock								153,440	I	By children⁽²⁾
Common Stock								47,060	I	By Vincent C. Smith Charitable Remainder Trust⁽³⁾
Common Stock								857,731	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Forward Contract (obligation to sell)	⁽¹⁾	11/27/2006		C⁽¹⁾			250,000	11/27/2006⁽¹⁾	11/27/2006⁽¹⁾	Common Stock	250,000	$0⁽¹⁾	0	D
Forward Contract (obligation to sell)	⁽¹⁾	12/11/2006		C⁽¹⁾			200,000	12/11/2006⁽¹⁾	12/11/2006⁽¹⁾	Common Stock	200,000	$0⁽¹⁾	0	D
Forward Contract (obligation to sell)	⁽¹⁾	12/26/2006		C⁽¹⁾			250,000	12/26/2006⁽¹⁾	12/26/2006⁽¹⁾	Common Stock	250,000	$0⁽¹⁾	0	D

Explanation of Responses:

1. On each of the transaction dates identified in this form, the reporting person caused to be delivered the number of shares of Quest Software common stock indicated to settle according to its terms a forward purchase contract that was confirmed by the reporting person on December 10, 2004 and pursuant to which the reporting person received an aggregate cash payment totaling $8,425,279.80. The price of the shares on each settlement date was less than the Floor Price of $14.8594 per share resulting in the delivery of the full amount of the shares deliverable on the respective settlement dates, in accordance with the terms of the forward purchase contract.

2. The reporting person disclaims beneficial ownership of the common stock held in the name of his children.

3. The reporting person disclaims beneficial ownership of the common stock held by the CRT except to the extent of his pecuniary interest therein.

Remarks:

	Vincent C. Smith	06/28/2007
	** Signature of Reporting Person	Date
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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