SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Dickson Steve

(Last)

(First)

(Middle)

C/O QUEST SOFTWARE, INC.

5 POLARIS WAY

(Street)

ALISO VIEJO

92656

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
QUEST SOFTWARE INC [ QSFT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP, Product Management

3. Date of Earliest Transaction (Month/Day/Year)
09/27/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/27/2012		D		14,043	D	$28⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$15.71	09/27/2012		D			100,000	⁽²⁾	09/09/2021	Common Stock	100,000	⁽²⁾	0	D
Stock Option (right to buy)	$12.55	09/27/2012		D			5,400	⁽³⁾	05/14/2009	Common Stock	5,400	$15.45⁽³⁾	3,600	D
Stock Option (right to buy)	$12.55	09/27/2012		D			3,600	⁽³⁾	05/14/2009	Common Stock	3,600	⁽³⁾	0	D
Stock Option (right to buy)	$14.59	09/27/2012		D			20,000	⁽⁴⁾	12/08/2015	Common Stock	20,000	$13.41⁽⁴⁾	0	D
Stock Option (right to buy)	$25.91	09/27/2012		D			33,000	⁽⁵⁾	03/10/2021	Common Stock	33,000	$2.09⁽⁵⁾	77,000	D
Stock Option (right to buy)	$25.91	09/27/2012		D			77,000	⁽⁵⁾	03/10/2021	Common Stock	77,000	⁽⁵⁾	0	D
Stock Option (right to buy)	$16.85	09/27/2012		D			65,000	⁽⁶⁾	02/26/2020	Common Stock	65,000	$11.15⁽⁶⁾	65,000	D
Stock Option (right to buy)	$16.85	09/27/2012		D			65,000	⁽⁶⁾	02/26/2020	Common Stock	65,000	⁽⁶⁾	0	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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	10/01/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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