-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ULSBEKbTOof3Vl9/IymMp28u9idew36EogXTmpMyPcXKdSCVJy67YS6N2SYOZ5rk mZKtvGHLTsdkVpitr5GJug== 0001125282-01-000892.txt : 20010312 0001125282-01-000892.hdr.sgml : 20010312 ACCESSION NUMBER: 0001125282-01-000892 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010131 FILED AS OF DATE: 20010309 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUEST SOFTWARE INC CENTRAL INDEX KEY: 0001088033 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 330231678 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: SEC FILE NUMBER: 000-26937 FILM NUMBER: 1564606 BUSINESS ADDRESS: STREET 1: 8001 IRVINE CENTER DRIVE CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9497548000 MAIL ADDRESS: STREET 1: 8001 IRVINE CENTER DRIVE CITY: IRVINE STATE: CA ZIP: 92618 COMPANY DATA: COMPANY CONFORMED NAME: INSIGHT CAPITAL PARTNERS III LP CENTRAL INDEX KEY: 0001084676 STANDARD INDUSTRIAL CLASSIFICATION: [] DIRECTOR STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122909200 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4/A 1 0001.txt STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 4 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(f) of the Investment Company Act of 1940 / / 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* MURDOCK JERRY J (Last) (First) (Middle) c/o InSight Partners 680 5th Avenue, 9th Floor (Street) New York New York 10022 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol Quest Software, Inc. QSFT 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4. Statement for Month/Year January 2001 5. If Amendment, Date of Original (Month/Year) February 13, 2001 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) /X/ Director / / 10% Owner / / Officer (give title below) / / Other (specify below) 7. Individual or Joint/Group Reporting (Check Applicable Line) /X/ Form filed by One Reporting Person / / Form filed by More than One Reporting Person * If the form is filed by more than one reporting person, see instruction 4(b)(v).
Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 5. Amount of Secu- rities 4. Securities Acquired (A) Bene- 6. Ownership 2. Trans- 3. Trans- or Disposed of (D) ficially Form: action action (Instr. 3, 4 and 5) Owned Direct 7. Nature of Date Code ----------------------------- at End (D) or Indirect (Month/ (Instr. 8) (A) of Month Indirect Beneficial 1. Title of Security Day/ ------------- Amount or Price (Instr. (I) Ownership (Instr. 3) Year) Code V (D) 3 and 4) (Instr. 4) (Instr. 4) - ----------------------------- ---------- ------ ----- ------------ --- ---------- ----------- ------------- --------------- Common Stock 8/29/00 S 50,000 D $51.00 D Common Stock 8/31/00 S 150,000 D $51.63 D Common Stock 9/7/00 S 60,000 D $57.84 D Common Stock 9/8/00 S 15,000 D $57.54 171,501(1) D Common Stock 1,476,002 I (2) Common Stock 164,000 I (3)
Table II--Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 2. Conver- 5. Number of Deriv- 6. Date Exercisable sion or 3. Trans- ative Securities and Expiration Date Exercise action 4. Transac- Acquired (A) or (Month/Day/Year) Price of Date tion Code Disposed of (D) ---------------------- Deriv- (Month/ (Instr. 8) (Instr. 3, 4, and 5) Date 1. Title of Derivative Security ative Day/ ------------- -------------------------- Exercis- Expiration (Instr. 3) Security Year) Code V (A) (D) able Date - ---------------------------------------- ----------- ---------- ------ ----- ------------ ------------ ---------- ---------- 9. Number of 10. Ownership Derivative Form of Securities Derivative 7. Title and Amount of Underlying Benefi- Security: Securities (Instr. 3 and 4) cially Direct 11. Nature of ---------------------------------------- 8. Price of Owned at (D) or Indirect Amount or Derivative End of Indirect Beneficial 1. Title of Derivative Title Number of Security Month (I) Ownership Security (Instr. 3) Shares (Instr. 5) (Instr. 4) (Instr. 4) (Instr. 4) - --------------------------- --------------------------- ----------- ------------- ------------- -------------- ---------------
Explanation of Responses: (1) Includes 7,070 shares and 921 shares received in distributions from InSight Capital Partners II, L.P. ("InSight") and InSight Capital Partners (Cayman) II, L.P. ("InSight Cayman"), respectively, on January 4, 2001. Also includes an aggregate of 6,552 shares and 316 shares received in prior distributions from InSight and InSight Cayman. In prior reports, the reporting person reported indirect beneficial ownership of an aggregate of 1,770,001 shares of Quest Software, Inc. Common Stock, of which 1,188,002 shares were owned by InSight, 264,000 shares were owned by InSight Cayman and 450,000 shares were owned by WI Software Investors LLC, and the reporting person disclaimed beneficial ownership of these shares except to the extent of his pecuniary interest therein. On March 31, 2000, the common stock of Quest Software, Inc. split 2-for-1, resulting in the reporting person's acquisition of 215,200 shares directly and 1,770,001 shares indirectly. (2) Owned by InSight; the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein. (3) Owned by InSight Cayman; the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein. By: /s/ Jerry Murdock March 9, 2001 - --------------------------------------- -------------------------- JERRY MURDOCK, JR. Date **Signature of Reporting Person ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). -----END PRIVACY-ENHANCED MESSAGE-----