0000899243-24-000087.txt : 20240117
0000899243-24-000087.hdr.sgml : 20240117
20240117200421
ACCESSION NUMBER: 0000899243-24-000087
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240112
FILED AS OF DATE: 20240117
DATE AS OF CHANGE: 20240117
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SLTA V (GP), L.L.C.
CENTRAL INDEX KEY: 0001737652
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37867
FILM NUMBER: 24539836
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
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37867
FILM NUMBER: 24539837
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 Partners V DE (AIV), L.P.
CENTRAL INDEX KEY: 0001737659
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37867
FILM NUMBER: 24539834
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
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37867
FILM NUMBER: 24539835
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]
ORGANIZATION NAME: 06 Technology
IRS NUMBER: 800890963
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0202
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: Dell Technologies Inc
DATE OF NAME CHANGE: 20160825
FORMER COMPANY:
FORMER CONFORMED NAME: Denali Holding Inc.
DATE OF NAME CHANGE: 20130313
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2024-01-12
0
0001571996
Dell Technologies Inc.
DELL
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
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
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
0
Class C Common Stock
2024-01-12
4
M
0
123481
A
123481
I
Held through SL SPV-2, L.P.
Class C Common Stock
2024-01-12
4
M
0
126759
A
126759
I
Held through Silver Lake Partners IV, L.P.
Class C Common Stock
2024-01-12
4
M
0
68615
A
68615
I
Held through Silver Lake Partners V DE (AIV), L.P.
Class C Common Stock
2024-01-12
4
M
0
1865
A
1865
I
Held through Silver Lake Technology Investors IV, L.P.
Class C Common Stock
2024-01-12
4
M
0
841
A
841
I
Held through Silver Lake Technology Investors V, L.P.
Class C Common Stock
2024-01-12
4
S
0
85582
79.4282
D
37899
I
Held through SL SPV-2, L.P.
Class C Common Stock
2024-01-12
4
S
0
98899
79.4282
D
27860
I
Held through Silver Lake Partners IV, L.P.
Class C Common Stock
2024-01-12
4
S
0
51925
79.4282
D
16690
I
Held through Silver Lake Partners V DE (AIV), L.P.
Class C Common Stock
2024-01-12
4
S
0
1865
79.4282
D
0
I
Held through Silver Lake Technology Investors IV, L.P.
Class C Common Stock
2024-01-12
4
S
0
841
79.4282
D
0
I
Held through Silver Lake Technology Investors V, L.P.
Class C Common Stock
2024-01-16
4
M
0
1633351
A
1671250
I
Held through SL SPV-2, L.P.
Class C Common Stock
2024-01-16
4
M
0
1676718
A
1704578
I
Held through Silver Lake Partners IV, L.P.
Class C Common Stock
2024-01-16
4
M
0
907605
A
924295
I
Held through Silver Lake Partners V DE (AIV), L.P.
Class C Common Stock
2024-01-16
4
M
0
24670
A
24670
I
Held through Silver Lake Technology Investors IV, L.P.
Class C Common Stock
2024-01-16
4
M
0
11125
A
11125
I
Held through Silver Lake Technology Investors V, L.P.
Class C Common Stock
2024-01-16
4
S
0
1133520
78.8141
D
537730
I
Held through SL SPV-2, L.P.
Class C Common Stock
2024-01-16
4
S
0
1323446
78.8141
D
381132
I
Held through Silver Lake Partners IV, L.P.
Class C Common Stock
2024-01-16
4
S
0
687211
78.8141
D
237084
I
Held through Silver Lake Partners V DE (AIV), L.P.
Class C Common Stock
2024-01-16
4
S
0
24670
78.8141
D
0
I
Held through Silver Lake Technology Investors IV, L.P.
Class C Common Stock
2024-01-16
4
S
0
11125
78.8141
D
0
I
Held through Silver Lake Technology Investors V, L.P.
Class C Common Stock
2024-01-17
4
J
0
537730
D
0
I
Held through SL SPV-2, L.P.
Class C Common Stock
2024-01-17
4
J
0
381132
D
0
I
Held through Silver Lake Partners IV, L.P.
Class C Common Stock
2024-01-17
4
J
0
237084
D
0
I
Held through Silver Lake Partners V DE (AIV), L.P.
Class C Common Stock
25798
I
Held through SLTA SPV-2, L.P.
Class C Common Stock
15262
I
Held through Silver Lake Technology Associates V, L.P.
Class C Common Stock
104598
I
Held through Silver Lake Group, L.L.C.
Class C Common Stock
981
I
See footnote
Class C Common Stock
293812
D
Class C Common Stock
8079
I
See footnote
Class B Common Stock
2024-01-12
4
M
0
123481
0.00
D
Class C Common Stock
123481
34680267
I
Held through SL SPV-2, L.P.
Class B Common Stock
2024-01-12
4
M
0
126759
0.00
D
Class C Common Stock
126759
35601038
I
Held through Silver Lake Partners IV, L.P.
Class B Common Stock
2024-01-12
4
M
0
68615
0.00
D
Class C Common Stock
68615
19270794
I
Held through Silver Lake Partners V DE (AIV), L.P.
Class B Common Stock
2024-01-12
4
M
0
1865
0.00
D
Class C Common Stock
1865
523810
I
Held through Silver Lake Technology Investors IV, L.P.
Class B Common Stock
2024-01-12
4
M
0
841
0.00
D
Class C Common Stock
841
236209
I
Held through Silver Lake Technology Investors V, L.P.
Class B Common Stock
2024-01-16
4
M
0
1633351
0.00
D
Class C Common Stock
1633351
33046916
I
Held through SL SPV-2, L.P.
Class B Common Stock
2024-01-16
4
M
0
1676718
0.00
D
Class C Common Stock
1676718
33924320
I
Held through Silver Lake Partners IV, L.P.
Class B Common Stock
2024-01-16
4
M
0
907605
0.00
D
Class C Common Stock
907605
18363189
I
Held through Silver Lake Partners V DE (AIV), L.P.
Class B Common Stock
2024-01-16
4
M
0
24670
0.00
D
Class C Common Stock
24670
499140
I
Held through Silver Lake Technology Investors IV, L.P.
Class B Common Stock
2024-01-16
4
M
0
11125
0.00
D
Class C Common Stock
11125
225084
I
Held through Silver Lake Technology Investors V, L.P.
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 January 12, 2024 and January 16, 2024 and initiated in-kind distributions on January 17, 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.
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 January 12, 2024 and January 16, 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.
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").
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").
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").
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.
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.
These shares of Class C Common Stock are held by SLTA SPV, including shares received in connection with the pro rata distribution made by SPV-2 described above. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
These shares of Class C Common Stock are held by SLTA V, including shares received in connection with the pro rata distribution made by SLP V described above. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
These shares of Class C Common Stock were received by Silver Lake Group, L.L.C. ("SLG") in connection with the pro rata distributions made by SPV-2, SLP IV and SLP V and their respective affiliates described above. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
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 described above. 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.
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.
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 reported above. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
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 reported above. 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.19 to $79.77, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.51 to $79.29, 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.
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.
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C.
2024-01-17
By: /s/ Andrew J. Schader, Managing Director and General Counsel 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.
2024-01-17
By: /s/ Andrew J. Schader, Managing Director and General Counsel 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), LP
2024-01-17
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., gen. partner of Silver Lake Technology Associates V, L.P., gen. partner of Silver Lake Technology Investors V, L.P.
2024-01-17