0001181431-12-052613.txt : 20121001
0001181431-12-052613.hdr.sgml : 20121001
20121001205457
ACCESSION NUMBER: 0001181431-12-052613
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: GARN DOUGLAS F
CENTRAL INDEX KEY: 0001231263
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-26937
FILM NUMBER: 121121309
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
rrd356936.xml
FORM 4 - DOUGLAS F. GARN (2012-09-27)
X0306
4
2012-09-27
1
0001088033
QUEST SOFTWARE INC
QSFT
0001231263
GARN DOUGLAS F
C/O QUEST SOFTWARE, INC.
5 POLARIS WAY
ALISO VIEJO
CA
92656
1
1
0
0
Vice Chairman
Common Stock
2012-09-27
4
D
0
18762
28.00
D
0
D
Stock Option (right to buy)
15.71
2012-09-27
4
D
0
260000
D
2021-09-09
Common Stock
260000
0
D
Stock Option (right to buy)
11.56
2012-09-27
4
D
0
40000
16.44
D
2013-09-10
Common Stock
40000
0
D
Stock Option (right to buy)
12.55
2012-09-27
4
D
0
44000
15.45
D
2019-05-14
Common Stock
44000
88000
D
Stock Option (right to buy)
12.55
2012-09-27
4
D
0
88000
D
2019-05-14
Common Stock
88000
0
D
Stock Option (right to buy)
25.91
2012-09-27
4
D
0
120195
2.09
D
2021-03-10
Common Stock
120195
280455
D
Stock Option (right to buy)
25.91
2012-09-27
4
D
0
280455
D
2021-03-10
Common Stock
280455
0
D
Stock Option (right to buy)
16.85
2012-09-27
4
D
0
120195
11.15
D
2020-02-26
Common Stock
120195
200325
D
Stock Option (right to buy)
16.85
2012-09-27
4
D
0
200325
D
2020-02-26
Common Stock
200325
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 $525,336 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 713,865 shares of Dell common stock with an exercise price of $5.73 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 $657,600, representing (a) the number of shares underlying the option multiplied by (b) the excess of $28.00 over the exercise price per share of the option (the "Designated Consideration").
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 44,000 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 $679,800, representing the Designated Consideration and (b) was assumed with respect to 88,000 shares of Issuer common stock in the Merger and replaced with an option to purchase 241,616 shares of Dell common stock with an exercise price of $4.58 per share.
This option, which vested with respect to 20% of the shares underlying the option on the first anniversary of the 03/10/2011 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 120,195 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 $251,207.55, representing the Designated Consideration and (b) was assumed with respect to 280,455 shares of Issuer common stock in the Merger and replaced with an option to purchase 770,027 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 120,195 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 $1,340,174.25, representing the Designated Consideration and (b) was assumed with respect to 200,325 shares of Issuer common stock in the Merger and replaced with an option to purchase 550,019 shares of Dell common stock with an exercise price of $6.14 per share.
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 27, 2013 will be cancelled in consideration for the payment to the Reporting Person of a completion bonus.
/s/ David P. Cramer, Attorney-in-Fact for Douglas F. Garn
2012-10-01