Dell Technologies Inc. — Director's Dealing 2019

Feb 19, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Dell Technologies Inc (DELL)
CIK: 0001571996
Period of Report: 2019-02-14

Reporting Person: Silver Lake Group, L.L.C. (Director, 10% Owner)
Reporting Person: Durban Egon (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-14	Class B Common Stock	$	P	21697586	Acquired		Class C Common Stock (21697586)	Indirect
2019-02-14	Class B Common Stock	$	P	265955	Acquired		Class C Common Stock (265955)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class C Common Stock (39047589)	39047589	Indirect
Class B Common Stock	$		Class C Common Stock (40084313)	40084313	Indirect
Class B Common Stock	$		Class C Common Stock (589774)	589774	Indirect

Footnotes

F1: This Form 4 is being filed in connection with a previously announced transfer of shares of Class B Common Stock ("Class B Common Stock") of Dell Technologies Inc. (the "Issuer") pursuant to which Silver Lake Partners V DE (AIV), L.P. ("SLP V") and its affiliated employee co-investment vehicle ("SLTI V", and collectively with SLP V, "Fund V") purchased $1.0 billion of Class B Common Stock from Silver Lake Partners III, L.P. ("SLP III") and its affiliated employee co-investment vehicle ("SLTI III" and collectively with SLP III, "Fund III"), at a price determined by reference to a volume weighted average price per share over a reference period of 15 trading days beginning on January 11, 2019, equal to $45.53 per share. Silver Lake Group, L.L.C. and Mr. Durban may be deemed to have acquired additional pecuniary interest in such shares in connection with Fund V's purchase as a result of their indirect interests in Fund V.

F2: Following the sale described above, a new entity, SL SPV-2, L.P. ("SPV-2") continues to hold 39,047,589 shares of Class B Common Stock on behalf of certain Fund III investors, Silver Lake Partners IV, L.P. and its affiliated employee co-investment vehicle (collectively, "Fund IV") continue to hold all of their existing interest in the Issuer (40,084,313 shares of Class B Common Stock and 589,774 shares of Class B Common Stock, respectively), and Silver Lake Partners V DE (AIV), L.P. and Silver Lake Technology Investors V, L.P. hold 21,697,586 and 265,955 shares of Class B Common Stock, respectively. An additional 35,301,641 additional shares of Class B Common Stock are held by a separate co-investor vehicle controlled by Silver Lake, in which the Reporting Persons have no pecuniary interest.

F3: 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.

F4: These shares of Class B Common Stock are directly held by SLP V. The general partner of SLP V is Silver Lake Technology Associates V, L.P. ("SLTA V") and the general partner of SLTA V is SLTA V (GP), L.L.C. ("SLTA V GP").

F5: These shares of Class B Common Stock are directly held by SLTI V. The general partner of SLTI V is SLTA V and the general partner of SLTA V is SLTA V GP.

F6: These shares of Class B Common Stock are directly held by SPV-2. The general partner of SPV-2 is SLTA SPV-2, L.P. ("SLTA SPV") and the general partner of SLTA SPV is SLTA SPV-2 (GP), L.L.C. ("SLTA SPV GP").

F7: These shares of Class B Common Stock are directly held by Silver Lake Partners IV, L.P. The general partner of Silver Lake Partners IV, L.P. 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").

F8: These shares of Class B Common Stock are directly held by Silver Lake Technology Investors IV, L.P. The general partner of Silver Lake Technology Investors IV, L.P. is SLTA IV and the general partner of SLTA IV is SLTA IV GP.

F9: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA SPV GP, SLTA IV GP and SLTA V GP. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG. Each of the entities described herein 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, that the Reporting Persons engaged in a transaction subject to Section 16 of the Securities Exchange Act of 1934, as amended (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.