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^*

SMITH VINCENT C

(Last)

(First)

(Middle)

C/O QUEST SOFTWARE, INC.

5 POLARIS WAY

(Street)

ALISO VIEJO

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

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)
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	09/07/2012		G		4,830	D	$0	1,417,310	I	BY TEACH A MAN TO FISH FOUNDATION
Common Stock	09/12/2012		G		1,788	D	$0	1,415,522	I	BY TEACH A MAN TO FISH FOUNDATION
Common Stock	09/26/2012		G		55,413	D	$0	1,360,109	I	BY TEACH A MAN TO FISH FOUNDATION
Common Stock	09/26/2012		G		266,811	D	$0	0	I	BY VINCENT C. SMITH ANNUITY TRUST 2010-2
Common Stock	09/27/2012		D		25,667,062⁽²⁾	D	$28⁽¹⁾	0	D
Common Stock	09/27/2012		D		153,440	D	$28⁽³⁾	0	I	BY CHILDREN
Common Stock	09/27/2012		D		355,749	D	$28⁽⁴⁾	0	I	BY VINCENT C. SMITH ANNUITY TRUST 2010-1
Common Stock	09/27/2012		D		901,491	D	$28⁽⁵⁾	0	I	BY VINCENT C. SMITH ANNUITY TRUST 2011-1
Common Stock	09/27/2012		D		1,360,109	D	$28⁽⁶⁾	0	I	BY TEACH A MAN TO FISH FOUNDATION

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)	$15.71	09/27/2012		D			375,000	⁽⁷⁾⁽¹⁴⁾	09/09/2021	Common Stock	375,000	⁽⁷⁾	0	D
Stock Option (right to buy)	$16.85	09/27/2012		D			85,000	⁽⁸⁾	02/26/2020	Common Stock	85,000	$11.15⁽⁸⁾	340,000	D
Stock Option (right to buy)	$16.85	09/27/2012		D			340,000	⁽⁸⁾⁽¹⁴⁾	02/26/2020	Common Stock	340,000	⁽⁸⁾	0	D
Stock Option (right to buy)	$12.55	09/27/2012		D			111,900	⁽⁹⁾	05/14/2009	Common Stock	111,900	$15.45⁽⁹⁾	74,600	D
Stock Option (right to buy)	$12.55	09/27/2012		D			74,600	⁽⁹⁾⁽¹⁴⁾	05/14/2009	Common Stock	74,600	⁽⁹⁾	0	D
Stock Option (right to buy)	$12.55	09/27/2012		D			165,787	⁽¹⁰⁾	05/14/2009	Common Stock	165,787	$15.45⁽¹⁰⁾	0	D
Stock Option (right to buy)	$25.91	09/27/2012		D			172,500	⁽¹¹⁾	03/10/2021	Common Stock	172,500	$2.09⁽¹¹⁾	402,500	D
Stock Option (right to buy)	$25.91	09/27/2012		D			402,500	⁽¹¹⁾⁽¹⁴⁾	03/10/2021	Common Stock	402,500	⁽¹¹⁾	0	D
Stock Option (right to buy)	$16.85	09/27/2012		D			287,500	⁽¹²⁾	02/26/2020	Common Stock	287,500	$11.15⁽¹²⁾	287,500	D
Stock Option (right to buy)	$16.85	09/27/2012		D			287,500	⁽¹²⁾⁽¹⁴⁾	02/26/2020	Common Stock	287,500	⁽¹²⁾	0	D
Stock Option (right to buy)	$11.56	09/27/2012		D			750,000	⁽¹³⁾	09/10/2013	Common Stock	750,000	$16.44⁽¹³⁾	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 $718,677,736 in cash.

2. Includes (a) 202,956 shares of Issuer common stock underlying a restricted stock unit award which had vested in full prior to the consummation of the Merger and (b) 373,509 shares of Issuer common stock distributed to the Reporting Person in accordance with the terms of the Vincent C. Smith Annuity Trust 2011-1.

3. Pursuant to the Merger, such shares were disposed of in exchange for $4,296,320 in cash.

4. Pursuant to the Merger, such shares were disposed of in exchange for $9,960,972 in cash.

5. Pursuant to the Merger, such shares were disposed of in exchange for $25,241,748 in cash.

6. Pursuant to the Merger, such shares were disposed of in exchange for $38,083,052 in cash.

7. 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 1,029,613 shares of Dell common stock with an exercise price of $5.73 per share.

8. This option, which vested with respect to 20% of the shares underlying the option on the second anniversary of the 2/26/2010 grant date, and, with respect to the remaining shares, 20% on the fourth anniversary of the 2/26/2010 grant date, 20% on the sixth anniversary of the 2/26/2010 grant date, and 40% on the eighth anniversary of the 2/26/2010 grant date, (a) was cancelled with respect to 85,000 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 $947,750, 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 340,000 shares of Issuer common stock in the Merger and replaced with an option to purchase 933,516 shares of Dell common stock with an exercise price of $6.14 per share.

9. 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 111,900 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 $1,728,855, representing the Designated Consideration and (b) was assumed with respect to 74,600 shares of Issuer common stock in the Merger and replaced with an option to purchase 204,824 shares of Dell common stock with an exercise price of $4.58 per share.

10. 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 $2,561,409.15, representing the Designated Consideration.

11. This option, which vested with respect to 20% of the shares underlying the option on the first anniversary of the 3/10/2011 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 172,500 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 $360,525, representing the Designated Consideration and (b) was assumed with respect to 402,500 shares of Issuer common stock in the Merger and replaced with an option to purchase 1,105,118 shares of Dell common stock with an exercise price of $9.44 per share.

12. 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 287,500 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 $3,205,625, representing the Designated Consideration and (b) was assumed with respect to 287,500 shares of Issuer common stock in the Merger and replaced with an option to purchase 789,370 shares of Dell common stock with an exercise price of $6.14 per share.

13. 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 $8,670,000, representing the Designated Consideration.

14. 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 31, 2013 will be cancelled in consideration for the payment to the Reporting Person of a completion bonus.

	David P. Cramer, Attorney-in-Fact for Vincent C. Smith	10/01/2012
	** 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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