Form 4 Williams Thomas D For: Nov 03 (10K)

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, 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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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^*

Williams Thomas D

(Last)

(First)

(Middle)

2300 WEST PLANO PARKWAY

(Street)

PLANO

75075

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PEROT SYSTEMS CORP [PER]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2009

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	11/03/2009		U		71,514 ⁽¹⁾ ⁽²⁾	D	$ 30	41,625	D
Common Stock	11/03/2009		U		41,625 ⁽³⁾	D	⁽³⁾	0	D
Common Stock	11/03/2009		U		1,000 ⁽¹⁾	D	$ 30	0	I	By Managed Account

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-qualified Stock Options

$ 13.97

11/03/2009

80,000

⁽⁴⁾

09/22/2011

Common Stock

80,000

$ 16.03 ⁽⁵⁾

Non-qualified Stock Options

$ 13.63

11/03/2009

24,000

⁽⁶⁾

10/13/2012

Common Stock

24,000

$ 16.37 ⁽⁵⁾

6,000

Non-qualified Stock Options

$ 13.63

11/03/2009

3,000

⁽⁷⁾

10/13/2012

Common Stock

3,000

$ 16.37 ⁽⁷⁾

3,000

Non-qualified Stock Options

$ 13.63

11/03/2009

3,000

⁽⁸⁾

10/13/2012

Common Stock

3,000

$ 32.74 ⁽⁸⁾

Non-qualified Stock Options

$ 14.87

11/03/2009

6,500

⁽⁷⁾

11/02/2013

Common Stock

6,500

$ 15.13 ⁽⁷⁾

26,000

Non-qualified Stock Options

$ 14.87

11/03/2009

6,500

⁽⁸⁾

11/02/2013

Common Stock

6,500

$ 30.26 ⁽⁸⁾

19,500

Non-qualified Stock Options

$ 14.87

11/03/2009

19,500

⁽⁹⁾

11/02/2013

Common Stock

19,500

$ 15.13 ⁽⁹⁾

Non-qualified Stock Options

$ 15.23

11/03/2009

9,750

⁽⁷⁾

08/02/2014

Common Stock

9,750

$ 14.77 ⁽⁷⁾

22,750

Non-qualified Stock Options

$ 15.23

11/03/2009

9,750

⁽⁸⁾

08/02/2014

Common Stock

9,750

$ 29.54 ⁽⁸⁾

13,000

Non-qualified Stock Options

$ 15.23

11/03/2009

13,000

⁽¹⁰⁾

08/02/2014

Common Stock

13,000

$ 14.77 ⁽¹⁰⁾

Non-qualified Stock Options

$ 14.26

11/03/2009

14,000

⁽⁷⁾

03/14/2015

Common Stock

14,000

$ 15.74 ⁽⁷⁾

21,000

Non-qualified Stock Options

$ 14.26

11/03/2009

14,000

⁽⁸⁾

03/14/2015

Common Stock

14,000

$ 31.48 ⁽⁸⁾

7,000

Non-qualified Stock Options

$ 14.26

11/03/2009

7,000

⁽¹¹⁾

03/14/2015

Common Stock

7,000

$ 15.74 ⁽¹¹⁾

Stock-Settled Stock Appreciation Rightss

$ 11.77

11/03/2009

22,500

⁽⁷⁾

03/13/2019

Common Stock

22,500

$ 18.23 ⁽⁷⁾

22,500

Stock-Settled Stock Appreciation Rightss

$ 11.77

11/03/2009

22,500

⁽⁸⁾

03/13/2019

Common Stock

22,500

$ 36.46 ⁽⁸⁾

Explanation of Responses:

1. Pursuant to the tender offer commenced under the Agreement and Plan of Merger, dated September 20, 2009, by and among issuer, Dell Inc. and DII-Holdings Inc. (the "Merger Agreement"), the shares of the issuer's Class A Common Stock issued and outstanding (the "Shares") were exchanged for the right to receive $30.00 per Share (the "Offer Price") without interest thereon and less any applicable withholding or stock transfer taxes.

2. Includes 41,625 Restricted Stock Units that, pursuant to the Merger Agreement, became vested and earned and were cancelled and converted into the right to receive an amount (without interest) in cash equal to the product of (x) the Offer Price multiplied by (y) the total number of Shares subject to such Restricted Stock Unit.

3. Includes 41,625 Restricted Stock Units that, pursuant to the Merger Agreement, vested and were cancelled, and the cash consideration that these Restricted Stock Units otherwise would have received if cashed out as described the preceding sentence was converted into a number of time-based vesting restricted stock unite awards (settleable in Dell Common Stock) equal to an amount determined by multiplying such sach amount by two (2), and dividing such amount by the closing trading price of one share of Dell Common Stock as reported on the Nasdaq Global Select Market on November 3, 2009.

4. The Stock Options vested in 5 equal annual installments beginning on 9/22/2005.

5. Pursuant to the Merger Agreement, all outstanding vested Stock Options were cancelled in exchange for a cash payment (without interest) equal to the product of (x) the excess, if any, of the Offer Price over the exercise price or base price, as applicable, per Share of each such Stock Option, multiplied by (y) the total number of Shares subject to such Stock Option.

6. The Stock Options vested in 4 equal annual installments beginning on 10/13/2006.

7. Pursuant to the Merger Agreement, all outstanding unvested Stock Options to purchase Shares and all outstanding SSARs (collectively, "Unvested Company Stock Option Awards") (except for the Unvested Company Stock Option Awards described in footnote 15 below) vested and were cancelled in exchange for a cash payment (without interest) equal to the product of (x) the excess, if any, of the Offer Price over the exercise price or base price, as applicable, per Share of each such Unvested Company Stock Option Award, multiplied by (y) the total number of Shares subject to such Unvested Company Stock Option Award.

8. Pursuant to the Merger Agreement, these Unvested Company Stock Option Awards vested and were cancelled, and the cash consideration that these Unvested Company Stock Option Awards otherwise would have received if cashed out as described in footnote 14 above was converted into a number of time-based vesting restricted stock unit awards (settleable in the common stock of Dell Inc. ("Dell Common Stock")) equal to an amount determined by multiplying such cash consideration by two (2), and dividing such amount by the closing trading price of one share of Dell Common Stock as reported on the Nasdaq Global Select Market on November 3, 2009.

9. The Stock Options vested in 3 equal annual installments beginning on 11/02/2007.

10. The Stock Options vested in 2 equal annual installments beginning on 8/02/2008.

11. The Stock Options vested on 3/14/2009.

	By Rex C. Mills, by Power of Attorney for Thomas D. Williams	11/05/2009
	** 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.

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