Dell Technologies Inc. — Director's Dealing 2016

Sep 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Dell Technologies Inc (DVMT)
CIK: 0001571996
Period of Report: 2016-09-14

Reporting Person: BURTON JEREMY (Corp. EVP, Mktg. & Corp. Dev.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-14	Class C Common Stock	A	545455	—	Acquired	545455	Direct
2016-09-14	Class V Common Stock	S	26583	$48.16	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-14	Options to Acquire Class C Common Stock	$27.50	A	176905	Acquired	2019-09-14	Class C Common Stock (176905)	Direct

Footnotes

F1: Represents a grant of 218,182 time-based and 327,273 performance-based restricted shares. The time-based restricted shares vest in three equal annual installments on the first, second and third anniversaries of the grant date contingent on the reporting person's continued service on each applicable vesting date. The performance-based restricted shares vest only if a specified performance measure relating to Dell Technologies Inc. ("Dell Technologies") is achieved.

F2: Represents a weighted average price. The shares were sold in multiple transactions at prices ranging from $48.15 to $48.20, inclusive. The reporting person has provided to Dell Technologies, and hereby undertakes to provide to any security holder of Dell Technologies 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 ranges set forth in this footnote.

F3: Of the options, 148,987 vest on February 1, 2017 and 27,918 vest on February 5, 2017 contingent on the reporting person's continued service on each applicable vesting date.

F4: Received in connection with Dell Technologies' acquisition of EMC Corporation ("EMC") by merger (the "Merger") in exchange for 176,905 restricted stock units granted by EMC that, absent the Merger, would have settled in shares of EMC common stock upon vesting. The reporting person also received for each restricted stock unit that was exchanged a deferred cash award having a cash value of $29.05, which was the closing price of a share of EMC common stock on the last trading day before the closing date of the Merger.