Dell Technologies Inc. — Director's Dealing 2020

Jan 2, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Dell Technologies Inc (DELL)
CIK: 0001571996
Period of Report: 2019-12-30

Reporting Person: SLP Denali Co-Invest, L.P. (Director, 10% Owner)
Reporting Person: SLP Denali Co-Invest GP, L.L.C. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-30	Class C Common Stock	M	17650821	—	Acquired	17650821	Indirect
2020-01-02	Class C Common Stock	J	17650821	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-30	Class B Common Stock	$	M	17650821	Disposed		Class C Common Stock (17650821)	Indirect

Footnotes

F1: As previously described in a Schedule 13D filed on February 19, 2019 by the Reporting Persons and certain of their affiliates, as amended by Amendment No. 1 filed on July 2, 2019, on January 2, 2020, SLP Denali Co-Invest, L.P. ("SLP Denali"), a co-invest vehicle holding common stock of Dell Technologies Inc. (the "Issuer") solely for the benefit of third party investors co-investing alongside the Silver Lake Partners funds, distributed its remaining 17,650,821 shares of Class C Common Stock, par value $0.01 per share of the Issuer (the "Class C Common Stock"), pro rata to its participants, who will now hold their shares of Class C Common Stock directly and who will have investment discretion over those shares going forward. The pro rata distribution to these co-investors did not involve any sale or distribution of shares of common stock of the Issuer by the Silver Lake Partners funds, who still retain their full interests.

F2: Each share of Class B Common Stock, par value $0.01 per share of the Issuer (the "Class B Common Stock") is convertible into one share of Class C Common Stock at any time, at the election of the holder or automatically upon certain transfers, and has no expiration date. On December 30, 2019, SLP Denali converted its remaining 17,650,821 shares of Class B Common Stock into 17,650,821 shares of Class C Common Stock in connection with the distribution described in footnote (1) above.

F3: These securities were directly held by SLP Denali. The general partner of SLP Denali is SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"). The managing member of SLP Denali GP is Silver Lake Technology Associates III, L.P. ("SLTA III"), and the general partner of SLTA III is SLTA III (GP), L.L.C. ("SLTA III GP").

F4: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP. Egon Durban, who serves as a director of the Issuer, also serves as a Co-CEO of SLG. Each of SLP Denali and SLP Denali GP may have been deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that either of them is or was a director by deputization nor that the Reporting Persons are otherwise subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are or were 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.