0000899243-19-003920.txt : 20190219
0000899243-19-003920.hdr.sgml : 20190219
20190219060536
ACCESSION NUMBER: 0000899243-19-003920
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190214
FILED AS OF DATE: 20190219
DATE AS OF CHANGE: 20190219
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Silver Lake Partners V DE (AIV), L.P.
CENTRAL INDEX KEY: 0001737659
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37867
FILM NUMBER: 19613217
BUSINESS ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-233-8120
MAIL ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SLTA SPV-2 (GP), L.L.C.
CENTRAL INDEX KEY: 0001767116
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37867
FILM NUMBER: 19613218
BUSINESS ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: (650)233-8120
MAIL ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SLTA SPV-2, L.P.
CENTRAL INDEX KEY: 0001767115
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37867
FILM NUMBER: 19613219
BUSINESS ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: (650)233-8120
MAIL ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SL SPV-2, L.P.
CENTRAL INDEX KEY: 0001767114
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37867
FILM NUMBER: 19613220
BUSINESS ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: (650)233-8120
MAIL ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Denali AIV Holdings, L.P.
CENTRAL INDEX KEY: 0001767063
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37867
FILM NUMBER: 19613221
BUSINESS ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: (650)233-8120
MAIL ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SLTA V (GP), L.L.C.
CENTRAL INDEX KEY: 0001737652
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37867
FILM NUMBER: 19613222
BUSINESS ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-233-8120
MAIL ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Silver Lake Technology Associates V, L.P.
CENTRAL INDEX KEY: 0001737657
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37867
FILM NUMBER: 19613223
BUSINESS ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-233-8120
MAIL ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Silver Lake Technology Investors V, L.P.
CENTRAL INDEX KEY: 0001735863
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37867
FILM NUMBER: 19613224
BUSINESS ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: (650)233-8120
MAIL ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Dell Technologies Inc
CENTRAL INDEX KEY: 0001571996
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571]
IRS NUMBER: 800890963
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0201
BUSINESS ADDRESS:
STREET 1: ONE DELL WAY
CITY: ROUND ROCK
STATE: TX
ZIP: 78682
BUSINESS PHONE: 800-289-3355
MAIL ADDRESS:
STREET 1: ONE DELL WAY
CITY: ROUND ROCK
STATE: TX
ZIP: 78682
FORMER COMPANY:
FORMER CONFORMED NAME: Denali Holding Inc.
DATE OF NAME CHANGE: 20130313
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2019-02-14
0
0001571996
Dell Technologies Inc
DELL
0001737659
Silver Lake Partners V DE (AIV), L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK
CA
94025
1
0
1
0
0001767116
SLTA SPV-2 (GP), L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK
CA
94025
1
0
1
0
0001767115
SLTA SPV-2, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK
CA
94025
1
0
1
0
0001767114
SL SPV-2, L.P.
C/O SILVER LAKE,
2775 SAND HILL ROAD, SUITE 100
MENLO PARK
CA
94025
1
0
1
0
0001767063
Denali AIV Holdings, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK
CA
1
0
1
0
0001737652
SLTA V (GP), L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK
CA
94025
1
0
1
0
0001737657
Silver Lake Technology Associates V, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK
CA
94025
1
0
1
0
0001735863
Silver Lake Technology Investors V, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK
CA
94025
1
0
1
0
Class B Common Stock
Class C Common Stock
39047589
I
Held through SL SPV-2, L.P.
Class B Common Stock
Class C Common Stock
21963541
I
Held through Denali AIV Holdings, L.P.
Class B Common Stock
Class C Common Stock
21697586
I
Held through Silver Lake Partners V DE (AIV), L.P.
Class B Common Stock
Class C Common Stock
265955
I
Held through Silver Lake Technology Investors V, L.P.
This Form 3 is being filed in connection with a previously announced transfer of shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), of Dell Technologies Inc. (the "Issuer") pursuant to which Silver Lake Partners V DE (AIV), L.P. and its affiliated employee co-investment vehicle (collectively, "Fund V") purchased $1.0 billion of Class B Common Stock from Silver Lake Partners III, L.P. and its affiliated employee co-investment vehicle (collectively, "Fund III"). This Form 3 does not reflect shares of Class B Common Stock which continue to be held by Silver Lake Partners IV, L.P. and its affiliated employee co-investment vehicle (40,084,313 shares of Class B Common Stock and 589,774 shares of Class B Common Stock, respectively) or the 35,301,641 additional shares of Class B Common Stock held by a separate co-invest vehicle controlled by Silver Lake, in which the Reporting Persons have no pecuniary interest.
As part of such fund-to-fund transaction, the shares of Class B Common Stock sold by Fund III were first transferred to Denali AIV Holdings, L.P. which then sold such shares to Fund V, as separately reported in a Form 4 filed on the date hereof. Shares of Class B Common Stock previously owned by Fund III that were not sold to Fund V are being held by SL SPV-2, L.P., a vehicle owned by certain current investors in Fund III.
Each share of Class B Common Stock is convertible into one share of Class C Common Stock at any time, at the election of the holder, and has no expiration date.
These shares of Class B Common Stock are directly held by SL SPV-2, L.P. The general partner of SL SPV-2, L.P. is SLTA SPV-2, L.P. ("SLTA SPV") and the general partner of SLTA SPV is SLTA SPV-2 (GP), L.L.C. ("SLTA SPV GP").
These shares of Class B Common Stock were directly held by Denali AIV Holdings, L.P. prior to the sale of the shares to Fund V. Following such sale, Denali AIV Holdings, L.P. holds zero shares of Class B Common Stock. The general partner of Denali AIV Holdings, L.P. is SLTA SPV and the general partner of SLTA SPV is SLTA SPV GP.
These shares of Class B Common Stock are directly held by Silver Lake Partners V DE (AIV), L.P. The general partner of Silver Lake Partners V DE (AIV), L.P. is Silver Lake Technology Associates V, L.P. ("SLTA V") and the general partner of SLTA V is SLTA V (GP), L.L.C. ("SLTA V GP").
These shares of Class B Common Stock are directly held by Silver Lake Technology Investors V, L.P. The general partner of Silver Lake Technology Investors V, L.P. is SLTA V and the general partner of SLTA V is SLTA V GP.
Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA SPV GP and SLTA V GP. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG. Each of the Reporting Persons may be deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that any of them is a director by deputization or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.
By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA SPV-2 (GP), L.L.C.
2019-02-19
By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA SPV-2 (GP), L.L.C., general partner of SLTA SPV-2, L.P.
2019-02-19
By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA SPV-2 (GP), L.L.C., general partner of SLTA SPV-2, L.P., general partner of SL SPV-2, L.P.
2019-02-19
By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA SPV-2 (GP), L.L.C., general partner of SLTA SPV-2, L.P., general partner of Denali AIV Holdings, L.P.
2019-02-19
By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C.
2019-02-19
By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., general partner of Silver Lake Technology Associates V, L.P.
2019-02-19
By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., general partner of Silver Lake Technology Associates V, L.P., general partner of Silver Lake Partners V DE (AIV), L.P.
2019-02-19
By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., general partner of Silver Lake Technology Associates V, L.P., general partner of Silver Lake Technology Investors V, L.P.
2019-02-19