X0306 4 2016-09-07 0 0001571996 Dell Technologies Inc DVMT 0001672569 SLP Denali Co-Invest GP, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001590159 SLP Denali Co-Invest, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 Series B Common Stock 2016-09-07 4 D 0 25454545 D 0 I Held through SLP Denali Co-Invest, L.P. Class B Common Stock 2016-09-07 4 A 0 25454545 A Class C Common Stock 25454545 25454545 I Held through SLP Denali Co-Invest, L.P. Class B Common Stock 2016-09-07 4 A 0 9847096 27.50 A Class C Common Stock 9847096 35301641 I Held through SLP Denali Co-Invest, L.P. Pursuant to a reclassification exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rules 16b-3 and 16b-7 promulgated thereunder, each share of Series B Common Stock, par value $0.01 per share, was automatically reclassified into one share of Class B Common Stock, par value $0.01 per share upon the filing and effectiveness of the Fourth Amended and Restated Certificate of Incorporation of Dell Technologies Inc. (the "Issuer"). These securities are directly held by SLP Denali Co-Invest, L.P. ("SLP Denali"). The general partner of SLP Denali is SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"). The managing member of SLP Denali GP is Silver Lake Technology Associates III, L.P. ("SLTA III"), and the general partner of SLTA III is SLTA III (GP), L.L.C. ("SLTA III GP"). Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG and as a member of the investment committee of SLTA III GP. Each of SLP Denali and SLP Denali GP may be deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that either of them is a director by deputization nor that the Reporting Persons are otherwise subject to Section 16 of the Exchange Act 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. 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. Represents shares of Class B Common Stock purchased from the Issuer in connection with the Issuer's acquisition of EMC Corporation. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, SLTA III, SLTA III GP, SLG, Egon Durban and certain other affiliates of the Reporting Persons have filed a separate Form 4, in which the direct and indirect transactions of SLP Denali and SLP Denali GP are also reported, in addition to being reported on this Form 4. By:/s/ Egon Durban, Managing Director, Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., general partner of Silver Lake Technology Associates III, L.P., managing member of SLP Denali Co-Invest GP, L.L.C. 2016-09-09 By:/s/ Egon Durban, Managing Director, Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., GP of Silver Lake Technology Associates III, L.P., managing member of SLP Denali Co-Invest GP, L.L.C., GP of SLP Denali Co-Invest, L.P. 2016-09-09