0001181431-12-052614.txt : 20121001 0001181431-12-052614.hdr.sgml : 20121001 20121001205532 ACCESSION NUMBER: 0001181431-12-052614 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: Reasoner Scott CENTRAL INDEX KEY: 0001415326 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26937 FILM NUMBER: 121121310 MAIL ADDRESS: STREET 1: C/O QUEST SOFTWARE, INC. STREET 2: 5 POLARIS WAY CITY: ALISO VIEJO STATE: CA ZIP: 92656 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 rrd356930.xml FORM 4 - SCOTT REASONER (2012-09-21) X0306 4 2012-09-27 1 0001088033 QUEST SOFTWARE INC QSFT 0001415326 Reasoner Scott C/O QUEST SOFTWARE, INC. 5 POLARIS WAY ALISO VIEJO CA 92656 0 1 0 0 VP, Corporate Controller Common Stock 2012-09-27 4 D 0 2967 28.00 D 0 D Stock Option (right to buy) 15.71 2012-09-27 4 D 0 30000 D 2021-09-09 Common Stock 30000 0 D Stock Option (right to buy) 17.22 2012-09-27 4 D 0 7500 10.78 D 2019-12-10 Common Stock 7500 12500 D Stock Option (right to buy) 17.22 2012-09-27 4 D 0 12500 D 2019-12-10 Common Stock 12500 0 D Stock Option (right to buy) 20.34 2012-09-27 4 D 0 8000 7.66 D 2020-08-06 Common Stock 8000 8000 D Stock Option (right to buy) 20.34 2012-09-27 4 D 0 8000 D 2020-08-06 Common Stock 8000 0 D Stock Option (right to buy) 25.91 2012-09-27 4 D 0 12000 2.09 D 2021-03-10 Common Stock 12000 28000 D Stock Option (right to buy) 25.91 2012-09-27 4 D 0 28000 D 2021-03-10 Common Stock 28000 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 $89,076 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 82,369 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 first anniversary of the 12/10/2009 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 7,500 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 $80,850, 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 12,500 shares of Issuer common stock in the Merger and replaced with an option to purchase 34,320 shares of Dell common stock with an exercise price of $6.28 per share. This option, which vested with respect to 33% of the shares underlying the option on the first anniversary of the 8/6/2010 grant date, and, with respect to the remaining shares, vested or vests 10% upon the completion of each of the next four six-month periods of employment, (a) was cancelled with respect to 8,000 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 $61,280, representing the Designated Consideration and (b) was assumed with respect to 8,000 shares of Issuer common stock in the Merger and replaced with an option to purchase 21,965 shares of Dell common stock with an exercise price of $7.41 per share. 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 12,000 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 $25,080, representing the Designated Consideration and (b) was assumed with respect to 28,000 shares of Issuer common stock in the Merger and replaced with an option to purchase 76,877 shares of Dell common stock with an exercise price of $9.44 per share. /s/ David P. Cramer, Attorney-in-Fact for Scott Reasoner 2012-10-01