0001181431-12-052621.txt : 20121001
0001181431-12-052621.hdr.sgml : 20121001
20121001205929
ACCESSION NUMBER: 0001181431-12-052621
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: Fudge Alan
CENTRAL INDEX KEY: 0001470080
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-26937
FILM NUMBER: 121121319
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
rrd356915.xml
FORM 4 - ALAN FUDGE 9-27-2012
X0306
4
2012-09-27
1
0001088033
QUEST SOFTWARE INC
QSFT
0001470080
Fudge Alan
C/O QUEST SOFTWARE, INC.
5 POLARIS WAY
ALISO VIEJO
CA
92656
0
1
0
0
Senior VP, Worldwide Sales
Stock Option (right to buy)
15.71
2012-09-27
4
D
0
91000
D
2021-09-09
Common Stock
91000
0
D
Stock Option (right to buy)
16.00
2012-09-27
4
D
0
40000
12
D
2019-08-13
Common Stock
40000
40000
D
Stock Option (right to buy)
16.00
2012-09-27
4
D
0
40000
D
2019-08-13
Common Stock
40000
0
D
Stock Option (right to buy)
25.91
2012-09-27
4
D
0
42000
2.09
D
2021-03-10
Common Stock
42000
98000
D
Stock Option (right to buy)
25.91
2012-09-27
4
D
0
98000
D
2021-03-10
Common Stock
98000
0
D
Stock Option (right to buy)
16.85
2012-09-27
4
D
0
51675
11.15
D
2020-02-26
Common Stock
51675
51675
D
Stock Option (right to buy)
16.85
2012-09-27
4
D
0
51675
D
2020-02-26
Common Stock
51675
0
D
Pursuant to the merger of a wholly owned subsidiary of Dell Inc. with and into the Issuer (the "Merger"), 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 249,852 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 08/13/2009 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 40,000 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 $480,000, 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 40,000 shares of Issuer common stock in the Merger and replaced with an option to purchase 109,825 shares of Dell common stock with an exercise price of $5.83 per share.
This option, which vested with respect to 20% of the shares underlying the option on the first anniversary of the 03/10/2011 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 42,000 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 $87,780, representing the Designated Consideration and (b) was assumed with respect to 98,000 shares of Issuer common stock in the Merger and replaced with an option to purchase 269,072 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 02/26/2010 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 51,675 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 $576,176.25, representing the Designated Consideration and (b) was assumed with respect to 51,675 shares of Issuer common stock in the Merger and replaced with an option to purchase 141,880 shares of Dell common stock with an exercise price of $6.14 per share.
/s/ David P. Cramer, Attorney-in-Fact for Alan Fudge
2012-10-01