0001181431-12-052612.txt : 20121001 0001181431-12-052612.hdr.sgml : 20121001 20121001205151 ACCESSION NUMBER: 0001181431-12-052612 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120927 FILED AS OF DATE: 20121001 DATE AS OF CHANGE: 20121001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMITH VINCENT C CENTRAL INDEX KEY: 0001106662 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26937 FILM NUMBER: 121121303 MAIL ADDRESS: STREET 1: 8001 IRVINE CENTER DRIVE CITY: IRVINE STATE: CA ZIP: 92618 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 5 POLARIS WAY CITY: ALISO VIEJO STATE: CA ZIP: 92656 BUSINESS PHONE: 9497548000 MAIL ADDRESS: STREET 1: 5 POLARIS WAY CITY: ALISO VIEJO STATE: CA ZIP: 92656 4 1 rrd357134.xml FORM 4 - VINCENT SMITH (2012-09-27) X0306 4 2012-09-27 1 0001088033 QUEST SOFTWARE INC QSFT 0001106662 SMITH VINCENT C C/O QUEST SOFTWARE, INC. 5 POLARIS WAY ALISO VIEJO CA 92656 1 1 1 0 Chairman and CEO Common Stock 2012-09-07 4 G 0 4830 0 D 1417310 I BY TEACH A MAN TO FISH FOUNDATION Common Stock 2012-09-12 4 G 0 1788 0 D 1415522 I BY TEACH A MAN TO FISH FOUNDATION Common Stock 2012-09-26 4 G 0 55413 0 D 1360109 I BY TEACH A MAN TO FISH FOUNDATION Common Stock 2012-09-26 4 G 0 266811 0 D 0 I BY VINCENT C. SMITH ANNUITY TRUST 2010-2 Common Stock 2012-09-27 4 D 0 25667062 28 D 0 D Common Stock 2012-09-27 4 D 0 153440 28 D 0 I BY CHILDREN Common Stock 2012-09-27 4 D 0 355749 28 D 0 I BY VINCENT C. SMITH ANNUITY TRUST 2010-1 Common Stock 2012-09-27 4 D 0 901491 28 D 0 I BY VINCENT C. SMITH ANNUITY TRUST 2011-1 Common Stock 2012-09-27 4 D 0 1360109 28 D 0 I BY TEACH A MAN TO FISH FOUNDATION Stock Option (right to buy) 15.71 2012-09-27 4 D 0 375000 D 2021-09-09 Common Stock 375000 0 D Stock Option (right to buy) 16.85 2012-09-27 4 D 0 85000 11.15 D 2020-02-26 Common Stock 85000 340000 D Stock Option (right to buy) 16.85 2012-09-27 4 D 0 340000 D 2020-02-26 Common Stock 340000 0 D Stock Option (right to buy) 12.55 2012-09-27 4 D 0 111900 15.45 D 2009-05-14 Common Stock 111900 74600 D Stock Option (right to buy) 12.55 2012-09-27 4 D 0 74600 D 2009-05-14 Common Stock 74600 0 D Stock Option (right to buy) 12.55 2012-09-27 4 D 0 165787 15.45 D 2009-05-14 Common Stock 165787 0 D Stock Option (right to buy) 25.91 2012-09-27 4 D 0 172500 2.09 D 2021-03-10 Common Stock 172500 402500 D Stock Option (right to buy) 25.91 2012-09-27 4 D 0 402500 D 2021-03-10 Common Stock 402500 0 D Stock Option (right to buy) 16.85 2012-09-27 4 D 0 287500 11.15 D 2020-02-26 Common Stock 287500 287500 D Stock Option (right to buy) 16.85 2012-09-27 4 D 0 287500 D 2020-02-26 Common Stock 287500 0 D Stock Option (right to buy) 11.56 2012-09-27 4 D 0 750000 16.44 D 2013-09-10 Common Stock 750000 0 D Pursuant to the merger of a wholly owned subsidiary of Dell Inc. with and into the Issuer (the "Merger"), such shares were disposed of in exchange for $718,677,736 in cash. Includes (a) 202,956 shares of Issuer common stock underlying a restricted stock unit award which had vested in full prior to the consummation of the Merger and (b) 373,509 shares of Issuer common stock distributed to the Reporting Person in accordance with the terms of the Vincent C. Smith Annuity Trust 2011-1. Pursuant to the Merger, such shares were disposed of in exchange for $4,296,320 in cash. Pursuant to the Merger, such shares were disposed of in exchange for $9,960,972 in cash. Pursuant to the Merger, such shares were disposed of in exchange for $25,241,748 in cash. Pursuant to the Merger, such shares were disposed of in exchange for $38,083,052 in cash. This option, which vests with respect to (a) 20% of the shares underlying the option on the second anniversary of the 09/09/2011 grant date, and, with respect to the remaining shares, (b) 10% upon the completion of each of the next eight six-month periods of employment, was assumed by Dell in the Merger and replaced with an option to purchase 1,029,613 shares of Dell common stock with an exercise price of $5.73 per share. This option, which vested with respect to 20% of the shares underlying the option on the second anniversary of the 2/26/2010 grant date, and, with respect to the remaining shares, 20% on the fourth anniversary of the 2/26/2010 grant date, 20% on the sixth anniversary of the 2/26/2010 grant date, and 40% on the eighth anniversary of the 2/26/2010 grant date, (a) was cancelled with respect to 85,000 shares of Issuer common stock in the Merger in exchange for the right to receive (within five business days following the effective time of the Merger) a cash payment of $947,750, representing (i) the number of shares underlying the option multiplied by (ii) the excess of $28.00 over the exercise price per share of the option the ("Designated Consideration") and (b) was assumed with respect to 340,000 shares of Issuer common stock in the Merger and replaced with an option to purchase 933,516 shares of Dell common stock with an exercise price of $6.14 per share. This option, which vested with respect to 20% of the shares underlying the option on the first anniversary of the 05/14/2009 grant date, and, with respect to the remaining shares, vested or vests 10% upon the completion of each of the next eight six-month periods of employment, (a) was cancelled with respect to 111,900 shares of Issuer common stock in the Merger in exchange for the right to receive (within five business days following the effective time of the Merger) a cash payment of $1,728,855, representing the Designated Consideration and (b) was assumed with respect to 74,600 shares of Issuer common stock in the Merger and replaced with an option to purchase 204,824 shares of Dell common stock with an exercise price of $4.58 per share. This option, which has vested in full, was cancelled in the Merger in exchange for the right to receive (within five business days following the effective time of the Merger) a cash payment of $2,561,409.15, representing the Designated Consideration. This option, which vested with respect to 20% of the shares underlying the option on the first anniversary of the 3/10/2011 grant date, and, with respect to the remaining shares, vested or vests 10% upon the completion of each of the next eight six-month periods of employment, (a) was cancelled with respect to 172,500 shares of Issuer common stock in the Merger in exchange for the right to receive (within five business days following the effective time of the Merger) a cash payment of $360,525, representing the Designated Consideration and (b) was assumed with respect to 402,500 shares of Issuer common stock in the Merger and replaced with an option to purchase 1,105,118 shares of Dell common stock with an exercise price of $9.44 per share. This option, which vested with respect to 20% of the shares underlying the option on the first anniversary of the 2/26/2010 grant date, and, with respect to the remaining shares, vested or vests 10% upon the completion of each of the next eight six-month periods of employment, (a) was cancelled with respect to 287,500 shares of Issuer common stock in the Merger in exchange for the right to receive (within five business days following the effective time of the Merger) a cash payment of $3,205,625, representing the Designated Consideration and (b) was assumed with respect to 287,500 shares of Issuer common stock in the Merger and replaced with an option to purchase 789,370 shares of Dell common stock with an exercise price of $6.14 per share. This option, which has vested in full, was cancelled in the Merger in exchange for the right to receive (within five business days following the effective time of the Merger) a cash payment of $8,670,000, representing the Designated Consideration. As previously disclosed and pursuant to the terms of a Consultancy Agreement between the Reporting Person and Dell, the options assumed by Dell that remain outstanding on March 31, 2013 will be cancelled in consideration for the payment to the Reporting Person of a completion bonus. David P. Cramer, Attorney-in-Fact for Vincent C. Smith 2012-10-01