Dell Technologies Inc. — Director's Dealing 2019

Jan 2, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Dell Technologies Inc (DELL)
CIK: 0001571996
Period of Report: 2018-12-28

Reporting Person: DORMAN DAVID W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-28	Class V Common Stock	J	3153	—	Disposed	0	Direct
2018-12-28	Class C Common Stock	J	5696	—	Acquired	11970	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-28	Options to Acquire Class V Common Stock	$48.35	J	39811	Disposed	2026-09-14	Class V Common Stock (39811)	Direct
2018-12-28	Options to Acquire Class C Common Stock	$26.76	J	71922	Acquired	2026-09-14	Class C Common Stock (71922)	Direct
2018-12-28	Options to Acquire Class V Common Stock	$77.15	J	3227	Disposed	2027-09-28	Class V Common Stock (3227)	Direct
2018-12-28	Options to Acquire Class C Common Stock	$42.70	J	5829	Acquired	2027-09-28	Class C Common Stock (5829)	Direct

Footnotes

F1: On December 28, 2018 (the "Closing Date"), in connection with the closing under a merger agreement between Dell Technologies Inc. (the "Issuer") and a wholly-owned subsidiary of the Issuer (the "Merger"), (a) each share of Class V common stock ("Class V Common Stock") of the Issuer owned by the reporting person was exchanged for 1.8066 shares of Class C common stock ("Class C Common Stock") of the Issuer, and (b) each deferred stock unit with respect to Class V Common Stock owned by the reporting person (each of which was vested as of such time) was exchanged for 1.8066 vested deferred stock units with respect to Class C Common Stock. Deferred stock units are reported in Table I of this report as shares of the applicable class of common stock.

F2: On December 28, 2018, in connection with the Merger, each of the reporting person's options to purchase Class V Common Stock (each, a "Class V Stock Option") was exchanged for an option to purchase 1.8066 shares of Class C Common Stock (each, a "Class C Stock Option"). The exercise price per share of each Class C Stock Option was determined by dividing the exercise price per share of the corresponding Class V Stock Option by 1.8066.

F3: Of 39,811 Class V Stock Options disposed of, 22,056 Class V Stock Options were fully vested as of the Closing Date, 8,878 Class V Stock Options were to vest on September 14, 2019 and 8,877 Class V Stock Options were to vest on September 14, 2020. Of 71,922 Class C Stock Options acquired in the Merger, 39,846 Class C Stock Options were fully vested as of the Closing Date and 16,038 Class C Stock Options vest on each of September 14, 2019 and September 14, 2020.

F4: The 3,227 Class V Stock Options disposed of were fully vested as of the Closing Date. All 5,829 Class C Stock Options acquired were fully vested as of the Closing Date.