Dell Technologies Inc. — Director's Dealing 2016

Sep 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Dell Technologies Inc (DVMT)
CIK: 0001571996
Period of Report: 2016-09-07

Reporting Person: Durban Egon (Director)
Reporting Person: Silver Lake Partners III LP (Director)
Reporting Person: Silver Lake Technology Investors III, L.P. (Director)
Reporting Person: Silver Lake Technology Associates III, L.P. (Director)
Reporting Person: SLTA III (GP), L.L.C. (Director)
Reporting Person: Silver Lake Partners IV, L.P. (Director)
Reporting Person: Silver Lake Technology Investors IV, L.P. (Director)
Reporting Person: Silver Lake Technology Associates IV, L.P. (Director)
Reporting Person: SLTA IV (GP), L.L.C. (Director)
Reporting Person: Silver Lake Group, L.L.C. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-07	Series B Common Stock	D	42424800	—	Disposed	0	Indirect
2016-09-07	Series B Common Stock	D	28669091	—	Disposed	0	Indirect
2016-09-07	Series B Common Stock	D	25454545	—	Disposed	0	Indirect
2016-09-07	Series B Common Stock	D	1211564	—	Disposed	0	Indirect
2016-09-07	Series B Common Stock	D	421818	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-07	Class B Common Stock	$	A	42424800	Acquired		Class C Common Stock (42424800)	Indirect
2016-09-07	Class B Common Stock	$	A	28669091	Acquired		Class C Common Stock (28669091)	Indirect
2016-09-07	Class B Common Stock	$	A	25454545	Acquired		Class C Common Stock (25454545)	Indirect
2016-09-07	Class B Common Stock	$	A	1211564	Acquired		Class C Common Stock (1211564)	Indirect
2016-09-07	Class B Common Stock	$	A	421818	Acquired		Class C Common Stock (421818)	Indirect
2016-09-07	Class B Common Stock	$	A	16892356	Acquired		Class C Common Stock (16892356)	Indirect
2016-09-07	Class B Common Stock	$	A	11415222	Acquired		Class C Common Stock (11415222)	Indirect
2016-09-07	Class B Common Stock	$	A	9847096	Acquired		Class C Common Stock (9847096)	Indirect
2016-09-07	Class B Common Stock	$	A	482410	Acquired		Class C Common Stock (482410)	Indirect
2016-09-07	Class B Common Stock	$	A	167956	Acquired		Class C Common Stock (167956)	Indirect

Footnotes

F1: 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").

F2: These securities are directly held by Silver Lake Partners III, L.P. ("SLP III"). The general partner of SLP III 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").

F3: These securities are directly held by Silver Lake Partners IV, L.P. ("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").

F4: 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 SLTA III, and the general partner of SLTA III is SLTA III GP.

F5: These securities are directly held by Silver Lake Technology Investors III, L.P. ("SLTI III"). The general partner of SLTI III is SLTA III, and the general partner of SLTA III is SLTA III GP.

F6: These securities are directly held by Silver Lake Technology Investors IV, L.P. ("SLTI IV"). The general partner of SLTI IV is SLTA IV, and the general partner of SLTA IV is SLTA IV GP.

F7: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP and SLTA IV 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 committees of SLTA III GP and SLTA IV GP. Each of SLP III, SLTI III, SLTA III, SLTA III GP, SLP IV, SLTI IV, SLTA IV, SLTA IV GP and SLG may be deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that any 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.

F8: 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.

F9: Represents shares of Class B Common Stock purchased from the Issuer in connection with the Issuer's acquisition of EMC Corporation.