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