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