X0306
4
2012-09-27
1
0001088033
QUEST SOFTWARE INC
QSFT
0001450946
Dickson Steve
C/O QUEST SOFTWARE, INC.
5 POLARIS WAY
ALISO VIEJO
CA
92656
0
1
0
0
Senior VP, Product Management
Common Stock
2012-09-27
4
D
0
14043
28.00
D
0
D
Stock Option (right to buy)
15.71
2012-09-27
4
D
0
100000
D
2021-09-09
Common Stock
100000
0
D
Stock Option (right to buy)
12.55
2012-09-27
4
D
0
5400
15.45
D
2009-05-14
Common Stock
5400
3600
D
Stock Option (right to buy)
12.55
2012-09-27
4
D
0
3600
D
2009-05-14
Common Stock
3600
0
D
Stock Option (right to buy)
14.59
2012-09-27
4
D
0
20000
13.41
D
2015-12-08
Common Stock
20000
0
D
Stock Option (right to buy)
25.91
2012-09-27
4
D
0
33000
2.09
D
2021-03-10
Common Stock
33000
77000
D
Stock Option (right to buy)
25.91
2012-09-27
4
D
0
77000
D
2021-03-10
Common Stock
77000
0
D
Stock Option (right to buy)
16.85
2012-09-27
4
D
0
65000
11.15
D
2020-02-26
Common Stock
65000
65000
D
Stock Option (right to buy)
16.85
2012-09-27
4
D
0
65000
D
2020-02-26
Common Stock
65000
0
D
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 $393,204 in cash.
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 274,563 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 5/14/09 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 5,400 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 $83,430, 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 3,600 shares of Issuer common stock in the Merger and replaced with an option to purchase 9,884 shares of Dell common stock with an exercise price of $4.58 per share.
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 $268,200, representing the Designated Consideration.
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 will vest 10% upon the completion of each of the next eight six-month periods of employment, (a) was cancelled with respect to 33,000 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 $68,970, representing the Designated Consideration and (b) was assumed with respect to 77,000 shares of Issuer common stock in the Merger and replaced with an option to purchase 211,414 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 2/26/2010 grant date, and, with respect to the remaining shares, vested or will vest 10% upon the completion of each of the next eight six-month periods of employment, (a) was cancelled with respect to 65,000 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 $724,750, representing the Designated Consideration and (b) was assumed with respect to 65,000 shares of Issuer common stock in the Merger and replaced with an option to purchase 178,466 shares of Dell common stock with an exercise price of $6.14 per share.
/s/ David P. Cramer, Attorney-in-Fact for Steve Dickson
2012-10-01