SEC Form 4
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
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*
DELL INC

(Last) (First) (Middle)
ONE DELL WAY

(Street)
ROUND ROCK TX 78682

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COMPELLENT TECHNOLOGIES INC [ CML ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 02/22/2011 P 31,667,458(1)(2)(3) A $27.75 0(1)(2) I(1)(2) by Dell International L.L.C.
Common Stock 02/22/2011 J 342,884(4) D $27.75 342,884(1)(2) D(4)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
DELL INC

(Last) (First) (Middle)
ONE DELL WAY

(Street)
ROUND ROCK TX 78682

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Dell International L.L.C.

(Last) (First) (Middle)
ONE DELL WAY

(Street)
ROUND ROCK TX 78682

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. As of December 12, 2010, Dell International L.L.C., a direct, wholly-owned subsidiary of Dell Inc. ("Dell International"), and Dell Trinity Holdings Corp., a direct, wholly-owned subsidiary of Dell International ("Merger Sub"), entered into an Agreement and Plan of Merger (as amended, the "Merger Agreement") with Compellent Technologies, Inc. ("Compellent"), pursuant to which, effective February 22, 2011, Merger Sub was merged with and into Compellent with Compellent surviving the merger as a direct, wholly-owned subsidiary of Dell International and an indirect, wholly-owned subsidiary of Dell Inc. (the "Merger"). (continued on footnote 2.)
2. Concurrently with the Merger, all of Compellent's shares of outstanding common stock (other than any such shares held by Compellent, Dell, Merger Sub or any of their respective wholly-owned subsidiaries or by stockholders of Compellent who validly exercised their appraisal rights under Delaware law) were cancelled and converted into the right to receive $27.75 in cash.
3. Based on 32,010,342 shares of Compellent common stock, as reported by Compellent on Form 8-K to be outstanding as of February 22, 2011, minus 342,884 such shares already owned by the reporting persons, as described in note 4 below.
4. As previously reported, prior to entering into the Merger Agreement, Dell Inc. purchased 342,884 shares of Compellent common stock in the open market pursuant to a 10b5-1 Plan. In the Merger, said 342,884 shares remained issued and outstanding and no consideration was paid (or will be payable) in respect thereof.
DELL INC., By: /s/ Janet B. Wright, Vice President and Assistant Secretary 02/23/2011
DELL INTERNATIONAL L.L.C., By: /s/ Janet B. Wright, Manager 02/23/2011
** 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).
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