Dell Technologies Inc. — Director's Dealing 2017

Oct 19, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Dell Technologies Inc (DVMT)
CIK: 0001571996
Period of Report: 2017-10-18

Reporting Person: DELL MICHAEL S (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-18	Class C Common Stock	P	81573	$32.70	Acquired	499604.45	Direct
2017-10-18	Class C Common Stock	C	25320	—	Acquired	524924.45	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-18	Class A Common Stock	$0	P	25320	Acquired		Class C Common Stock (25320)	Direct
2017-10-18	Class A Common Stock	$0	C	25320	Disposed		Class C Common Stock (25320)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Common Stock	$0		Class C Common Stock (32890896)	32890896	Indirect

Footnotes

F1: Reflects the exercise of the reporting person's repurchase right under the Dell Technologies Inc. Amended and Restated Management Stockholders Agreement, dated as of September 7, 2016 (the "Stockholders Agreement"), following the (a) exercise by Dell Technologies Inc. of call rights with respect to an aggregate of 25,320 shares of Class A common stock and 73,491 shares of Class C common stock held by former employees of Dell Technologies Inc. and (b) exercise by a former employee of Dell Technologies Inc. of a put right with respect to 8,082 shares of Class C common stock, in each case at fair market value as of the applicable date each put right or call right was exercised, in accordance with the terms of the Stockholders Agreement.

F2: Represents the automatic conversion of 25,320 shares of Class A common stock into an equal number of shares of Class C common stock in connection with the repurchase of such shares of Class A common stock by the reporting person as described in note 1 above in accordance with the terms of the Fourth Amended and Restated Certificate of Incorporation of Dell Technologies Inc., as amended.

F3: Each share of Class A common stock beneficially owned by the reporting person is convertible into one share of Class C common stock at any time at the holder's election. In addition, upon certain transfers of shares of Class A common stock, the shares so transferred automatically convert into shares of Class C common stock on a one-for-one basis, in accordance with the terms of the Fourth Amended and Restated Certificate of Incorporation of Dell Technologies Inc., as amended.

F4: The reporting person disclaims beneficial ownership of these securities for purposes of Rule 16a-1(a)(1) and (2) under the Securities Exchange Act of 1934, and neither the filing of this statement nor anything herein shall be deemed an admission that he is, for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose, the beneficial owner of the securities.