Edgar Filing: QUEST SOFTWARE INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â DELL INC

2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2012

3. Issuer Name and Ticker or Trading Symbol
QUEST SOFTWARE INC [QSFT]

(Last)

(First)

(Middle)

ONE DELL WAY

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

ROUND ROCK,Â TXÂ 78682

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share	24,942,346 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I ⁽¹⁾ ⁽²⁾ ⁽³⁾	By Vincent C. Smith ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock, par value $0.001 per share	355,749 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I ⁽¹⁾ ⁽²⁾ ⁽³⁾	By Vincent C. Smith Annuity Trust 2010-1 ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock, par value $0.001 per share	266,811 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I ⁽¹⁾ ⁽²⁾ ⁽³⁾	By Vincent C. Smith Annuity Trust 2010-2 ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock, par value $0.001 per share	1,275,000 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I ⁽¹⁾ ⁽²⁾ ⁽³⁾	By Vincent C. Smith Annuity Trust 2011-1 ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock, par value $0.001 per share	1,422,140 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I ⁽¹⁾ ⁽²⁾ ⁽³⁾	By Teach A Man To Fish Foundation ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DELL INC ONE DELL WAY ROUND ROCK,Â TXÂ 78682	Â	Â X	Â	Â

Signatures

/s/ Janet B. Wright, Vice President and Assistant Secretary		07/03/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	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))
(2)	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))
(3)	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.
(4)	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.
Â Remarks: SeeÂ attachedÂ footnotesÂ page.

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