Dell Technologies Inc. — Director's Dealing 2019

Jun 26, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Dell Technologies Inc (DELL)
CIK: 0001571996
Period of Report: 2019-06-24

Reporting Person: MSD Partners, L.P. (10% Owner)
Reporting Person: MSDC Denali Investors, L.P. (10% Owner)
Reporting Person: MSDC Denali EIV, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-24	Class C Common Stock	C	33449504	—	Acquired	33449504	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-06-24	Class A Common Stock	$0	C	33449504	Disposed		Class C Common Stock (33449504)	Direct

Footnotes

F1: This statement is jointly filed by and on behalf of each of MSD Partners, L.P. ("MSD Partners"), MSDC Denali Investors, L.P. ("MSDC Denali Investors") and MSDC Denali EIV, LLC ("MSDC Denali EIV"). The reported transaction represents the conversion of each of (a) 31,856,436 shares of Class A Common Stock held of record by MSDC Denali Investors and (b) 1,593,068 shares of Class A Common Stock held of record by MSDC Denali EIV into an equal number of shares of Class C Common Stock. Each share of Class C Common Stock bears the same dividend and liquidation rights as one share of Class A Common Stock. The reported transaction does not represent a sale by the reporting persons.

F2: [Continuation] MSD Partners is the investment manager of, and may be deemed to beneficially own securities owned by, MSDC Denali Investors and MSDC Denali EIV. MSD Partners (GP), LLC ("MSD GP") is the general partner of, and may be deemed to beneficially own securities owned by, MSD Partners. Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of MSD GP and may be deemed to have or share voting and/or dispositive power over the securities beneficially owned by MSD GP. Each of Messrs. Fuhrman, Phelan and Lisker disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.

F3: Each share of Class A Common Stock is convertible into one share of Class C Common Stock at any time at the holder's election.