Dell Technologies Inc. — Director's Dealing 2019

Jul 2, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Dell Technologies Inc (DELL)
CIK: 0001571996
Period of Report: 2019-06-28

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
2019-06-28	Class C Common Stock	J	33449504	—	Disposed	0	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"). On June 27, 2019, the post-listing lockup period ended for certain stockholders of Dell Technologies Inc. (the "Issuer"). In connection with the ending of such lock-up period, on June 28, 2019, 31,856,436 shares of Class C Common Stock held of record by MSDC Denali Investors and 1,593,068 shares of Class C Common Stock held of record by MSDC Denali EIV were distributed or allocated to such holders' partners or members, as the case may be, in accordance with their economic interests. Such partners or members will now have investment discretion over those shares going forward. The pro rata distribution or allocation to these partners or members, as the case may be, did not involve any sale or disposition of shares of common stock of the Issuer by Michael Dell, who still retains

F2: [Continuation] his full interest in the Issuer. 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.