0001181431-12-052619.txt : 20121001 0001181431-12-052619.hdr.sgml : 20121001 20121001205857 ACCESSION NUMBER: 0001181431-12-052619 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: Davidson Scott CENTRAL INDEX KEY: 0001415242 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26937 FILM NUMBER: 121121318 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 rrd356922.xml FORM 4 - SCOTT DAVIDSON (2012-09-27) X0306 4 2012-09-27 1 0001088033 QUEST SOFTWARE INC QSFT 0001415242 Davidson Scott C/O QUEST SOFTWARE, INC. 5 POLARIS WAY ALISO VIEJO CA 92656 0 1 0 0 Senior Vice President and CFO Common Stock 2012-09-27 4 D 0 15515 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) 14.59 2012-09-27 4 D 0 15000 13.41 D 2015-12-08 Common Stock 15000 0 D Stock Option (right to buy) 12.55 2012-09-27 4 D 0 36500 15.45 D 2009-05-14 Common Stock 36500 28000 D Stock Option (right to buy) 12.55 2012-09-27 4 D 0 28000 D 2009-05-14 Common Stock 28000 0 D Stock Option (right to buy) 25.91 2012-09-27 4 D 0 46650 2.09 D 2021-03-10 Common Stock 46650 108850 D Stock Option (right to buy) 25.91 2012-09-27 4 D 0 108850 D 2021-03-10 Common Stock 108850 0 D Stock Option (right to buy) 16.85 2012-09-27 4 D 0 71175 11.15 D 2020-02-26 Common Stock 71175 71175 D Stock Option (right to buy) 16.85 2012-09-27 4 D 0 71175 D 2020-02-26 Common Stock 71175 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 $434,420 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 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 $201,150, 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 36,500 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 $563,925, 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 $4.58 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 46,650 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 $97,498.50, representing the Designated Consideration and (b) was assumed with respect to 108,850 shares of Issuer common stock in the Merger and replaced with an option to purchase 298,862 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 71,175 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 $793,601.25, representing the Designated Consideration and (b) was assumed with respect to 71,175 shares of Issuer common stock in the Merger and replaced with an option to purchase 195,420 shares of Dell common stock with an exercise price of $6.14 per share. /s/ David P. Cramer, Attorney-in-Fact for Scott Davidson 2012-10-01