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). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Dell Technologies Inc. [ DELL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/03/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Class C Common Stock | 03/03/2024 | M(1)(2) | 1,288,337 | A | (1)(2) | 1,288,337 | I | Held through SL SPV-2, L.P.(3)(13) | ||
Class C Common Stock | 03/03/2024 | M(1)(2) | 1,322,541 | A | (1)(2) | 1,322,541 | I | Held through Silver Lake Partners IV, L.P.(4)(13) | ||
Class C Common Stock | 03/03/2024 | M(1)(2) | 715,890 | A | (1)(2) | 715,890 | I | Held through Silver Lake Partners V DE (AIV), L.P.(5)(13) | ||
Class C Common Stock | 03/03/2024 | M(2) | 19,459 | A | (2) | 19,459 | I | Held through Silver Lake Technology Investors IV, L.P.(6)(13) | ||
Class C Common Stock | 03/03/2024 | M(2) | 8,775 | A | (2) | 8,775 | I | Held through Silver Lake Technology Investors V, L.P.(7)(13) | ||
Class C Common Stock | 03/04/2024 | M(1)(2) | 487,775 | A | (1)(2) | 1,776,112 | I | Held through SL SPV-2, L.P.(3)(13) | ||
Class C Common Stock | 03/04/2024 | M(1)(2) | 500,728 | A | (1)(2) | 1,823,269 | I | Held through Silver Lake Partners IV, L.P.(4)(13) | ||
Class C Common Stock | 03/04/2024 | M(1)(2) | 271,043 | A | (1)(2) | 986,933 | I | Held through Silver Lake Partners V DE (AIV), L.P.(5)(13) | ||
Class C Common Stock | 03/04/2024 | M(2) | 7,367 | A | (2) | 26,826 | I | Held through Silver Lake Technology Investors IV, L.P.(6)(13) | ||
Class C Common Stock | 03/04/2024 | M(2) | 3,322 | A | (2) | 12,097 | I | Held through Silver Lake Technology Investors V, L.P.(7)(13) | ||
Class C Common Stock | 03/04/2024 | S | 885,481 | D | $122.1 | 890,631 | I | Held through SL SPV-2, L.P.(3)(13) | ||
Class C Common Stock | 03/04/2024 | S | 1,027,907 | D | $122.1 | 795,362 | I | Held through Silver Lake Partners IV, L.P.(4)(13) | ||
Class C Common Stock | 03/04/2024 | S | 528,378 | D | $122.1 | 458,555 | I | Held through Silver Lake Partners V DE (AIV), L.P.(5)(13) | ||
Class C Common Stock | 03/04/2024 | S | 19,459 | D | $122.1 | 7,367 | I | Held through Silver Lake Technology Investors IV, L.P.(6)(13) | ||
Class C Common Stock | 03/04/2024 | S | 8,775 | D | $122.1 | 3,322 | I | Held through Silver Lake Technology Investors V, L.P.(7)(13) | ||
Class C Common Stock | 03/04/2024 | S | 201,110 | D | $124.46(16) | 689,521 | I | Held through SL SPV-2, L.P.(3)(13) | ||
Class C Common Stock | 03/04/2024 | S | 232,888 | D | $124.46(16) | 562,474 | I | Held through Silver Lake Partners IV, L.P.(4)(13) | ||
Class C Common Stock | 03/04/2024 | S | 119,911 | D | $124.46(16) | 338,644 | I | Held through Silver Lake Partners V DE (AIV), L.P.(5)(13) | ||
Class C Common Stock | 03/04/2024 | S | 4,421 | D | $124.46(16) | 2,946 | I | Held through Silver Lake Technology Investors IV, L.P.(6)(13) | ||
Class C Common Stock | 03/04/2024 | S | 1,994 | D | $124.46(16) | 1,328 | I | Held through Silver Lake Technology Investors V, L.P.(7)(13) | ||
Class C Common Stock | 03/05/2024 | J(8) | 3,769 | D | (8) | 48,774(8) | I | Held through SLTA SPV-2, L.P.(8)(13) | ||
Class C Common Stock | 03/05/2024 | J(9) | 2,195 | D | (9) | 28,832(9) | I | Held through Silver Lake Technology Associates V, L.P.(9)(13) | ||
Class C Common Stock | 1,181(10) | I | Held through Silver Lake Technology Associates IV, L.P.(10)(13) | |||||||
Class C Common Stock | 212,323(11) | I | Held through Silver Lake Group, L.L.C.(11)(13) | |||||||
Class C Common Stock | 1,469(12) | I | See footnote(12) | |||||||
Class C Common Stock | 408,694 | D(14) | ||||||||
Class C Common Stock | 11,557 | I | See footnote(15) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Class B Common Stock | (2) | 03/03/2024 | M(1)(2) | 1,288,337 | (2) | (2) | Class C Common Stock | 1,288,997 | $0.00 | 31,757,579 | I | Held through SL SPV-2, L.P.(3)(13) | |||
Class B Common Stock | (2) | 03/03/2024 | M(1)(2) | 1,322,541 | (2) | (2) | Class C Common Stock | 1,322,541 | $0.00 | 32,601,779 | I | Held through Silver Lake Partners IV, L.P.(4)(13) | |||
Class B Common Stock | (2) | 03/03/2024 | M(1)(2) | 715,890 | (2) | (2) | Class C Common Stock | 715,890 | $0.00 | 17,647,299 | I | Held through Silver Lake Partners V DE (AIV), L.P.(5)(13) | |||
Class B Common Stock | (2) | 03/03/2024 | M(2) | 19,459 | (2) | (2) | Class C Common Stock | 19,459 | $0.00 | 479,681 | I | Held through Silver Lake Technology Investors IV, L.P.(6)(13) | |||
Class B Common Stock | (2) | 03/03/2024 | M(2) | 8,775 | (2) | (2) | Class C Common Stock | 8,775 | $0.00 | 216,309 | I | Held through Silver Lake Technology Investors V, L.P.(7)(13) | |||
Class B Common Stock | (2) | 03/04/2024 | M(1)(2) | 487,775 | (2) | (2) | Class C Common Stock | 487,775 | $0.00 | 31,270,804 | I | Held through SL SPV-2, L.P.(3)(13) | |||
Class B Common Stock | (2) | 03/04/2024 | M(1)(2) | 500,728 | (2) | (2) | Class C Common Stock | 500,728 | $0.00 | 32,101,051 | I | Held through Silver Lake Partners IV, L.P.(4)(13) | |||
Class B Common Stock | (2) | 03/04/2024 | M(1)(2) | 271,043 | (2) | (2) | Class C Common Stock | 271,043 | $0.00 | 17,376,256 | I | Held through Silver Lake Partners V DE (AIV), L.P.(5)(13) | |||
Class B Common Stock | (2) | 03/04/2024 | M(2) | 7,367 | (2) | (2) | Class C Common Stock | 7,367 | $0.00 | 472,314 | I | Held through Silver Lake Technology Investors IV, L.P.(6)(13) | |||
Class B Common Stock | (2) | 03/04/2024 | M(2) | 3,322 | (2) | (2) | Class C Common Stock | 3,322 | $0.00 | 212,987 | I | Held through Silver Lake Technology Investors V, L.P.(7)(13) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. SL SPV-2, L.P. ("SPV-2"), Silver Lake Partners IV, L.P. ("SLP IV") and Silver Lake Partners V DE (AIV), L.P. ("SLP V") and certain of their respective affiliates sold certain shares on March 4, 2024 and initiated in-kind distributions on March 5, 2024 of shares of Class C Common Stock, par value $0.01 per share ("Class C Common Stock") of Dell Technologies Inc. (the "Issuer") to their respective partners and members. The receipt of shares of Class C Common Stock by each of the Reporting Persons was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. |
2. Each share of Class B Common Stock, par value $0.01 per share of the Issuer (the "Class B Common Stock") is convertible into one share of Class C Common Stock at any time, at the election of the holder or automatically upon certain transfers, and has no expiration date. On March 3, 2024 and March 4, 2024, certain of the Reporting Persons converted shares of Class B Common Stock into an equal number of shares of Class C Common Stock in connection with the distributions and sales described in footnote (1) above. |
3. These securities are directly held by SPV-2. The general partner of SPV-2 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"). |
4. These securities are directly held by SLP IV. The general partner of SLP IV is Silver Lake Technology Associates IV, L.P. ("SLTA IV") and the general partner of SLTA IV is SLTA IV (GP), L.L.C. ("SLTA IV GP"). |
5. These securities are directly held by SLP V. The general partner of SLP V 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"). |
6. These securities are directly held by Silver Lake Technology Investors IV, L.P. The general partner of Silver Lake Technology Investors IV, L.P. is SLTA IV and the general partner of SLTA IV is SLTA IV GP. |
7. These securities 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. |
8. Represents a distribution by SLTA SPV of shares of Class C Common Stock to certain of its partners as an in-kind distribution. These securities were received in prior in-kind distributions from certain affiliates of SLTA SPV. Balance of shares held also includes additional shares of Class C Common Stock received in connection with pro rata distributions made by SPV-2 on March 5, 2024, which are being reported on a separate Form 4 filed on the date hereof. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. |
9. Represents a distribution by SLTA V of shares of Class C Common Stock to certain of its partners as an in-kind distribution. These securities were received in prior in-kind distributions from certain affiliates of SLTA V. Balance of shares held also includes additional shares of Class C Common Stock received in connection with pro rata distributions made by SLP V on March 5, 2024, which are being reported on a separate Form 4 filed on the date hereof. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. |
10. Reflects shares of Class C Common Stock received in connection with pro rata distributions made by SLP IV on March 5, 2024, which are being reported on a separate Form 4 filed on the date hereof. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. |
11. Reflects shares held by Silver Lake Group, L.L.C. ("SLG"). Shares held includes additional shares of Class C Common Stock received in connection with pro rata distributions made by SPV-2, SLP IV and SLP V on March 5, 2024, which are being reported on a separate Form 4 filed on the date hereof. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. |
12. These shares of Common Stock are held by entities in which Mr. Egon Durban may be deemed to have an indirect pecuniary interest, including shares received in connection with the pro rata distributions made by SPV-2, SLP IV and SLP V and their respective affiliates on March 5, 2024, which are being reported on a separate Form 4 filed on the date hereof. The receipt of such shares of Common Stock indirectly by Mr. Durban was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. |
13. SLG is the managing member of SLTA SPV GP, SLTA IV GP and SLTA V GP. Egon Durban, who serves as a director of the Issuer, also serves as a Co-CEO and Managing Member of SLG. Each of the reporting persons may be deemed a director by deputization of the Issuer. |
14. Represents shares of Class C Common Stock held by Mr. Egon Durban immediately following the receipt of shares in connection with the distributions of shares of Class C Common Stock on March 5, 2024, which are being reported on a separate Form 4 filed on the date hereof. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. |
15. Represents shares of Class C Common Stock beneficially owned indirectly by Mr. Durban through a trust for the benefit of certain family members, including shares received in connection with the distributions of shares of Class C Common Stock on March 5, 2024, which are being reported on a separate Form 4 filed on the date hereof. The receipt of such shares of Class C Common Stock indirectly by Mr. Durban was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. |
16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.00 to $125.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
Remarks: |
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4. Because no more than 30 transactions can be listed on each Table of the Form 4 filing, the Reporting Persons have filed a separate Form 4 reporting additional transactions. |
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C. | 03/05/2024 | |
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C. | 03/05/2024 | |
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P. | 03/05/2024 | |
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P., general partner of Silver Lake Partners IV, L.P. | 03/05/2024 | |
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., GP of Silver Lake Technology Associates IV, L.P., general partner of Silver Lake Technology Investors IV, L.P. | 03/05/2024 | |
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA SPV-2 (GP), L.L.C. | 03/05/2024 | |
By: /s/ Andrew J. Schader, Managing Director and General Counsel 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. | 03/05/2024 | |
By: /s/ Andrew J. Schader, Managing Director and General Counsel 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. | 03/05/2024 | |
/s/ Egon Durban | 03/05/2024 | |
** 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. |