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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

SORAN PHILIP

(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)
	President and CEO

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	02/07/2011		G	V	72,000	D	$0.00	311,021⁽¹⁾	D
Common Stock	02/22/2011		D⁽²⁾		311,021	D	$27.75⁽³⁾	0	D
Common Stock	02/22/2011		D⁽²⁾		200,000	D	$27.75⁽³⁾	0	I	See Footnote⁽⁴⁾
Common Stock	02/22/2011		D⁽²⁾		122,629	D	$27.75⁽³⁾	0	I	See Footnote⁽⁵⁾
Common Stock	02/22/2011		D⁽²⁾		55,686	D	$27.75⁽³⁾	0	I	See Footnote⁽⁶⁾
Common Stock	02/22/2011		D⁽²⁾		79,816	D	$27.75⁽³⁾	0	I	See Footnote⁽⁷⁾
Common Stock	02/22/2011		D⁽²⁾		335,069	D	$27.75⁽³⁾	0	I	See Footnote⁽⁸⁾

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⁾			144,624	⁽⁹⁾	02/18/2015⁽⁹⁾	Common Stock	144,624	⁽⁹⁾	0	D
Stock Option (Right to Buy)	$13.43	02/22/2011		D⁽²⁾			143,207	⁽⁹⁾	02/16/2016⁽⁹⁾	Common Stock	143,207	⁽⁹⁾	0	D
Stock Option (Right to Buy)	$15.74	02/22/2011		D⁽²⁾			118,602	⁽⁹⁾	02/16/2017⁽⁹⁾	Common Stock	118,602	⁽⁹⁾	0	D

Explanation of Responses:

1. Included 290 shares issued pursuant to the Issuer's Employee Stock Purchase Plan on February 22, 2011.

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 Soran 2010 Two-Year Grantor Retained Annuity Trust DTD October 1, 2010, of which the reporting person is trustee,

5. The shares were held by the Soran 2008 Five-Year Grantor Retained Annuity Trust, of which the reporting person is trustee.

6. The shares were held by the Soran 2009 Two-Year Grantor Retained Annuity Trust, of which the reporting person is trustee.

7. The shares were held by the Soran 2009 Five-Year Grantor Retained Annuity Trust, of which the reporting person is trustee.

8. The shares were held by various family members over which the reporting person is deemed to have beneficial ownership.

9. 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:

	Nicole C. Brookshire, as Attorney-in-Fact for Philip E. Soran	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.