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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* GARN DOUGLAS F (Last) (First) (Middle) C/O QUEST SOFTWARE, INC. 5 POLARIS WAY (Street) ALISO VIEJO CA 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) X Director 10% Owner X Officer (give title below) Other (specify below) Vice Chairman
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/27/2012		D		18,762	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$15.71	09/27/2012		D			260,000	(2)(7)	09/09/2021	Common Stock	260,000	(2)	0	D
Stock Option (right to buy)	$11.56	09/27/2012		D			40,000	(3)	09/10/2013	Common Stock	40,000	$16.44(3)	0	D
Stock Option (right to buy)	$12.55	09/27/2012		D			44,000	(4)	05/14/2019	Common Stock	44,000	$15.45(4)	88,000	D
Stock Option (right to buy)	$12.55	09/27/2012		D			88,000	(4)(7)	05/14/2019	Common Stock	88,000	(4)	0	D
Stock Option (right to buy)	$25.91	09/27/2012		D			120,195	(5)	03/10/2021	Common Stock	120,195	$2.09(5)	280,455	D
Stock Option (right to buy)	$25.91	09/27/2012		D			280,455	(5)(7)	03/10/2021	Common Stock	280,455	(5)	0	D
Stock Option (right to buy)	$16.85	09/27/2012		D			120,195	(6)	02/26/2020	Common Stock	120,195	$11.15(6)	200,325	D
Stock Option (right to buy)	$16.85	09/27/2012		D			200,325	(6)(7)	02/26/2020	Common Stock	200,325	(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 $525,336 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 713,865 shares of Dell common stock with an exercise price of $5.73 per share.

3. 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 $657,600, 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").

4. 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 44,000 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 $679,800, representing the Designated Consideration and (b) was assumed with respect to 88,000 shares of Issuer common stock in the Merger and replaced with an option to purchase 241,616 shares of Dell common stock with an exercise price of $4.58 per share.

5. 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 120,195 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 $251,207.55, representing the Designated Consideration and (b) was assumed with respect to 280,455 shares of Issuer common stock in the Merger and replaced with an option to purchase 770,027 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 vests 10% upon the completion of each of the next eight six-month periods of employment, (a) was cancelled with respect to 120,195 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 $1,340,174.25, representing the Designated Consideration and (b) was assumed with respect to 200,325 shares of Issuer common stock in the Merger and replaced with an option to purchase 550,019 shares of Dell common stock with an exercise price of $6.14 per share.

7. As previously disclosed and pursuant to the terms of a Consultancy Agreement between the Reporting Person and Dell, the options assumed by Dell that remain outstanding on March 27, 2013 will be cancelled in consideration for the payment to the Reporting Person of a completion bonus.

	/s/ David P. Cramer, Attorney-in-Fact for Douglas F. Garn	10/01/2012
	** Signature of Reporting Person	Date
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