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