0001387131-20-000631.txt : 20200129 0001387131-20-000631.hdr.sgml : 20200129 20200129133950 ACCESSION NUMBER: 0001387131-20-000631 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200129 DATE AS OF CHANGE: 20200129 GROUP MEMBERS: NAPIER INVESTMENTS PTE. LTD. GROUP MEMBERS: TEMBUSU CAPITAL PTE. LTD. GROUP MEMBERS: VENEZIO INVESTMENTS PTE. LTD. SUBJECT COMPANY: 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: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89621 FILM NUMBER: 20557521 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Temasek Holdings (Private) Ltd CENTRAL INDEX KEY: 0001021944 IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 60B ORCHARD ROAD #06-18 TOWER 2 STREET 2: THE ATRIUM@ORCHARD CITY: SINGAPORE STATE: U0 ZIP: 238891 BUSINESS PHONE: 65 6828 6828 MAIL ADDRESS: STREET 1: 60B ORCHARD ROAD #06-18 TOWER 2 STREET 2: THE ATRIUM@ORCHARD CITY: SINGAPORE STATE: U0 ZIP: 238891 FORMER COMPANY: FORMER CONFORMED NAME: TEMASEK HOLDINGS (PRIVATE) LTD DATE OF NAME CHANGE: 20050912 FORMER COMPANY: FORMER CONFORMED NAME: TEMASEK HOLDINGS LTD DATE OF NAME CHANGE: 19960829 SC 13G/A 1 dell-sc13ga_123119.htm AMENDMENT TO FORM SC 13G

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

 


INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b),(c)
AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934*

 

(Amendment No. 1)

 

Dell Technologies Inc.

(Name of Issuer)

Class C Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

24703L202

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 

 
 

 

CUSIP No. 24703L202 13G/A Page 2 of 8 Pages
1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Temasek Holdings (Private) Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐
(b) ☐

3

SEC USE ONLY

 

4 CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of Singapore

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER


0

 

6

SHARED VOTING POWER


12,448,1471

7

SOLE DISPOSITIVE POWER


0

8

SHARED DISPOSITIVE POWER

12,448,1471

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,448,1471

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.9%2

12

TYPE OF REPORTING PERSON


HC

           

1 See Item 4 of this Schedule.

2 Based on an aggregate of 254,394,517 shares of Common Stock outstanding as of December 30, 2019, which is the sum of (i) 236,743,696 shares of Common Stock outstanding as of December 3, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 9, 2019 and (ii) 17,650,821 shares of Common Stock issued on December 30, 2019, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2020.

 

 
 

 

CUSIP No. 24703L202 13G/A Page 3 of 8 Pages
1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Tembusu Capital Pte. Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐
(b) ☐

3

SEC USE ONLY

 

4 CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of Singapore

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER


0

 

6

SHARED VOTING POWER


12,448,1471

7

SOLE DISPOSITIVE POWER


0

8

SHARED DISPOSITIVE POWER

12,448,1471


9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,448,1471

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.9%2

12

TYPE OF REPORTING PERSON


HC

           

1 See Item 4 of this Schedule.

2 Based on an aggregate of 254,394,517 shares of Common Stock outstanding as of December 30, 2019, which is the sum of (i) 236,743,696 shares of Common Stock outstanding as of December 3, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 9, 2019 and (ii) 17,650,821 shares of Common Stock issued on December 30, 2019, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2020

 

 
 

 

CUSIP No. 24703L202 13G/A Page 4 of 8 Pages
1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Napier Investments Pte. Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐
(b) ☐

3

SEC USE ONLY

 

4 CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of Singapore

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

 

6

SHARED VOTING POWER

12,448,1471

 

7

SOLE DISPOSITIVE POWER

0

 

8 SHARED DISPOSITIVE POWER

12,448,1471
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,448,1471
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐

 

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.9%2
12

TYPE OF REPORTING PERSON*


HC

           

1 See Item 4 of this Schedule.

2 Based on an aggregate of 254,394,517 shares of Common Stock outstanding as of December 30, 2019, which is the sum of (i) 236,743,696 shares of Common Stock outstanding as of December 3, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 9, 2019 and (ii) 17,650,821 shares of Common Stock issued on December 30, 2019, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2020

 

 
 

 

CUSIP No.  24703L202 13G/A Page 5 of 8 Pages
1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Venezio Investments Pte. Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐
(b) ☐

3

SEC USE ONLY

 

4 CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of Singapore


NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0

 

6

SHARED VOTING POWER

12,448,1471

 

7

SOLE DISPOSITIVE POWER

0

 

8

SHARED DISPOSITIVE POWER

12,448,1471

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,448,1471
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐

 

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.9%2
12

TYPE OF REPORTING PERSON*


CO

           

1 See Item 4 of this Schedule.

2 Based on an aggregate of 254,394,517 shares of Common Stock outstanding as of December 30, 2019, which is the sum of (i) 236,743,696 shares of Common Stock outstanding as of December 3, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 9, 2019 and (ii) 17,650,821 shares of Common Stock issued on December 30, 2019, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2020.

 

 
 
Item 1(a).Name of Issuer:

 

Dell Technologies Inc.

Item 1(b).Address of Issuer’s Principal Executive Offices:

 

One Dell Way

Round Rock, Texas 78682

 

Item 2(a).Name of Person Filing:

Temasek Holdings (Private) Limited (“Temasek”),

Tembusu Capital Pte. Ltd. (“Tembusu”),

Napier Investments Pte. Ltd. ("Napier"), and

Venezio Investments Pte. Ltd. (“Venezio”) (collectively, the "Reporting Persons")

 

Item 2(b).Address of Principal Business Office or, if none, Residence:

The address of the principal business office of each of the Reporting Persons is: 60B Orchard Road #06-18, Tower 2, The Atrium@Orchard, Singapore 238891.

Item 2(c).Citizenship:

The citizenship of all Reporting Persons is the Republic of Singapore.

Item 2(d).Titles of Classes of Securities:

 

Class C Common Stock, par value $0.01 per share ("Common Stock")

Item 2(e).CUSIP Number:

 

24703L202

 

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.

 

Item 4.

Ownership

(a)Amount beneficially owned:

Venezio directly owns 12,448,147 shares of Common Stock and is a wholly-owned subsidiary of Napier. In turn, Napier is a wholly-owned subsidiary of Tembusu, which is a wholly-owned subsidiary of Temasek. Each of Napier, Tembusu and Temasek, through the ownership described herein, may be deemed to beneficially own the aggregate 12,448,147 shares of Common Stock held by Venezio.

(b)Percent of Class:

4.9%, based on an aggregate of 254,394,517 shares of Common Stock outstanding as of December 30, 2019, which is the sum of (i) 236,743,696 shares of Common Stock outstanding as of December 3, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 9, 2019 and (ii) 17,650,821 shares of Common Stock issued on December 30, 2019, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2020.

 Page 6 of 8 
 
(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote: 0
(ii)Shared power to vote or to direct the vote: 12,448,147
(iii)Sole power to dispose or to direct the disposition of: 0
(iv)Shared power to dispose or to direct the disposition of: 12,448,147

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ].

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company.

 

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

Item 10.Certification. (if filing pursuant to Rule 13d-1(c))

Not applicable.

 Page 7 of 8 Pages 
 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: January 29, 2020

  /s/ ANDREW ANG LYE WHATT  
  By: Andrew Ang Lye Whatt - as Authorised Signatory of TEMASEK HOLDINGS (PRIVATE) LIMITED
   
  /s/ CHEONG KOK TIM  
  By: Cheong Kok Tim - as Director of TEMBUSU CAPITAL PTE. LTD.
   
  /s/ CHEONG KOK TIM  
  By: Cheong Kok Tim - as Director of NAPIER INVESTMENTS PTE. LTD.
   
  /s/ LEE CHEE KONG  
  By: Lee Chee Kong - as Director of VENEZIO INVESTMENTS PTE. LTD.

 

 Page 8 of 8 Pages