3//SEC Filing
QUEST SOFTWARE INC 3
Accession 0001181431-12-039678
CIK 0001088033operating
Filed
Jul 4, 8:00 PM ET
Accepted
Jul 5, 2:48 PM ET
Size
11.4 KB
Accession
0001181431-12-039678
Insider Transaction Report
Form 3
DELL INC
10% Owner
Holdings
- 355,749(indirect: By Trust)
Common Stock, par value $0.001 per share
- 1,422,140(indirect: By Foundation)
Common Stock, par value $0.001 per share
- 24,942,346(indirect: By Vincent C. Smith)
Common Stock, par value $0.001 per share
- 266,811(indirect: By Trust)
Common Stock, par value $0.001 per share
- 1,275,000(indirect: By Trust)
Common Stock, par value $0.001 per share
Footnotes (4)
- [F1]On June 30, 2012, Dell Inc. ("Dell") entered into an Agreement and Plan of Merger, dated as of June 30, 2012 (the "Merger Agreement"), by and among Dell, Diamond Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Dell, and Quest Software, Inc. ("Quest"), pursuant to which Dell will acquire Quest. (Continued in Footnote (2))
- [F2]Concurrently with the execution of the Merger Agreement and in their capacities as stockholders of Quest, Vincent C. Smith, Chairman and Chief Executive Officer of Quest, the Vincent C. Smith Annuity Trust 2010-1, the Vincent C. Smith Annuity Trust 2010-2, the Vincent C. Smith Annuity Trust 2011-1 and the Teach A Man To Fish Foundation entered into a voting agreement, dated as of June 30, 2012 (the "Voting Agreement"), with Dell and Quest, pursuant to which they agreed to, among other things, vote the shares of Common Stock, par value $0.001 per share (the "Common Stock"), of Quest beneficially owned by them in favor of the approval of the Merger Agreement and other proposals necessary to consummate the transaction unless such Voting Agreement is terminated pursuant to its terms. The stockholders granted a limited proxy to Dell with respect to their shares in order to secure the performance of their obligations under the Voting Agreement. (Continued in Footnote (3))
- [F3]Dell is filing this statement solely because, as a result of the Voting Agreement, Dell may be deemed to share beneficial ownership of 30,577,233 shares of Common Stock (Including 2,315,187 shares issuable upon exercise of stock options that are exercisable within 60 days of July 5, 2012), which would represent approximately 36.1% of the Common Stock of Quest (based on 84,775,742 shares of Common Stock outstanding as of June 19, 2012, as provided by Quest). The filing of this Initial Statement of Beneficial Ownership of Securities on Form 3 shall not be contrued as an admission by Dell that it is the beneficial owner of any shares of Common Stock for purposes of Section 13(d), 13(g) or 16 of the Exchange Act, or for any other purposes, and such beneficial ownership is hereby expressly disclaimed.
- [F4]Includes 153,440 shares owned by Vincent C. Smith's minor children and certain shares currently held in the name of Land Meets the Sea LLC, an entity owned by Vincent C. Smith which has been dissolved.
Documents
Issuer
QUEST SOFTWARE INC
CIK 0001088033
Entity typeoperating
IncorporatedCA
Related Parties
1- filerCIK 0001088033
Filing Metadata
- Form type
- 3
- Filed
- Jul 4, 8:00 PM ET
- Accepted
- Jul 5, 2:48 PM ET
- Size
- 11.4 KB