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