SEC FORM 4

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

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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^*

Guider John P

(Last)

(First)

(Middle)

C/O COMPELLENT TECHNOLOGIES, INC.

7625 SMETANA LANE

(Street)

EDEN PRAIRIE

55344

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMPELLENT TECHNOLOGIES INC [ CML ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/10/2011		G	V	72,500	D	$0.00	428,040	I	See Footnote⁽¹⁾
Common Stock	02/22/2011		D⁽²⁾		428,040	D	$27.75⁽³⁾	0	I	See Footnote⁽¹⁾
Common Stock	02/22/2011		D⁽²⁾		209,031	D	$27.75⁽³⁾	0	I	See Footnote⁽⁴⁾
Common Stock	02/22/2011		D⁽²⁾		181,827	D	$27.75⁽³⁾	0	I	See Footnote⁽⁵⁾
Common Stock	02/22/2011		D⁽²⁾		341,935	D	$27.75⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$8.64	02/22/2011		D⁽²⁾			81,953	⁽⁶⁾	02/18/2015⁽⁶⁾	Common Stock	81,953	⁽⁶⁾	0	D
Stock Option (Right to Buy)	$13.43	02/22/2011		D⁽²⁾			69,558	⁽⁶⁾	02/16/2016⁽⁶⁾	Common Stock	69,558	⁽⁶⁾	0	D
Stock Option (Right to Buy)	$15.74	02/22/2011		D⁽²⁾			63,670	⁽⁶⁾	02/16/2017⁽⁶⁾	Common Stock	63,670	⁽⁶⁾	0	D

Explanation of Responses:

1. The shares were held by the John P. Guider Revocable Trust, of which the reporting person is trustee.

2. Disposed of pursuant to the Agreement and Plan of Merger dated December 12, 2010 by and among the Issuer, Dell International L.L.C. and Dell Trinity Holdings Corp.(the "Merger Agreement").

3. Disposed of pursuant to the Merger Agreement in exchange for $27.75 for each share of the Issuer's common stock held by the Reporting Person.

4. The shares were held by the Guider 2009 Grantor Retained Annuity Trust, of which the reporting person is trustee.

5. The shares were held by trusts for the benefit of various family members of the reporting person, of which the reporting person is trustee.

6. Pursuant to the Merger Agreement, the vested portion of this option was cancelled as of February 22, 2011 in exchange for a cash payment equal to the product of (i) the number of the Issuer's common stock subject to the option multiplied by (ii) the excess of $27.75 over the per share exercise price of the option. Pursuant to the Merger Agreement, the unvested portion of the option was substituted with an option to purchase Common Stock of Dell Inc.

Remarks:

	/s/ Nicole C. Brookshire, as Attorney-in-Fact for John P. Guider	02/23/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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