0001181431-12-052616.txt : 20121001 0001181431-12-052616.hdr.sgml : 20121001 20121001205709 ACCESSION NUMBER: 0001181431-12-052616 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: Dickson Steve CENTRAL INDEX KEY: 0001450946 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26937 FILM NUMBER: 121121313 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 rrd356928.xml FORM 4 - STEVE DICKSON (2012-09-27) X0306 4 2012-09-27 1 0001088033 QUEST SOFTWARE INC QSFT 0001450946 Dickson Steve C/O QUEST SOFTWARE, INC. 5 POLARIS WAY ALISO VIEJO CA 92656 0 1 0 0 Senior VP, Product Management Common Stock 2012-09-27 4 D 0 14043 28.00 D 0 D Stock Option (right to buy) 15.71 2012-09-27 4 D 0 100000 D 2021-09-09 Common Stock 100000 0 D Stock Option (right to buy) 12.55 2012-09-27 4 D 0 5400 15.45 D 2009-05-14 Common Stock 5400 3600 D Stock Option (right to buy) 12.55 2012-09-27 4 D 0 3600 D 2009-05-14 Common Stock 3600 0 D Stock Option (right to buy) 14.59 2012-09-27 4 D 0 20000 13.41 D 2015-12-08 Common Stock 20000 0 D Stock Option (right to buy) 25.91 2012-09-27 4 D 0 33000 2.09 D 2021-03-10 Common Stock 33000 77000 D Stock Option (right to buy) 25.91 2012-09-27 4 D 0 77000 D 2021-03-10 Common Stock 77000 0 D Stock Option (right to buy) 16.85 2012-09-27 4 D 0 65000 11.15 D 2020-02-26 Common Stock 65000 65000 D Stock Option (right to buy) 16.85 2012-09-27 4 D 0 65000 D 2020-02-26 Common Stock 65000 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 $393,204 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 274,563 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 5/14/09 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 5,400 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 $83,430, 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 3,600 shares of Issuer common stock in the Merger and replaced with an option to purchase 9,884 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 $268,200, 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 will vest 10% upon the completion of each of the next eight six-month periods of employment, (a) was cancelled with respect to 33,000 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 $68,970, representing the Designated Consideration and (b) was assumed with respect to 77,000 shares of Issuer common stock in the Merger and replaced with an option to purchase 211,414 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 will vest 10% upon the completion of each of the next eight six-month periods of employment, (a) was cancelled with respect to 65,000 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 $724,750, representing the Designated Consideration and (b) was assumed with respect to 65,000 shares of Issuer common stock in the Merger and replaced with an option to purchase 178,466 shares of Dell common stock with an exercise price of $6.14 per share. /s/ David P. Cramer, Attorney-in-Fact for Steve Dickson 2012-10-01