Dell Technologies Inc. — Director's Dealing 2021

Jul 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Dell Technologies Inc. (DELL)
CIK: 0001571996
Period of Report: 2021-06-28

Reporting Person: SLTA V (GP), L.L.C. (Director, 10% Owner)
Reporting Person: Silver Lake Technology Associates V, L.P. (Director, 10% Owner)
Reporting Person: Silver Lake Partners V DE (AIV), L.P. (Director, 10% Owner)
Reporting Person: Silver Lake Technology Investors V, L.P. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-28	Class C Common Stock	M	2432665	—	Acquired	2432665	Indirect
2021-06-28	Class C Common Stock	M	2497253	—	Acquired	2497253	Indirect
2021-06-28	Class C Common Stock	M	1351760	—	Acquired	1351760	Indirect
2021-06-28	Class C Common Stock	M	36743	—	Acquired	36743	Indirect
2021-06-28	Class C Common Stock	M	16569	—	Acquired	16569	Indirect
2021-06-30	Class C Common Stock	J	2432665	—	Disposed	0	Indirect
2021-06-30	Class C Common Stock	J	2497253	—	Disposed	0	Indirect
2021-06-30	Class C Common Stock	J	1351760	—	Disposed	0	Indirect
2021-06-30	Class C Common Stock	S	27147	$99.8147	Disposed	9596	Indirect
2021-06-30	Class C Common Stock	S	12242	$99.8147	Disposed	4327	Indirect
2021-06-30	Class C Common Stock	S	32632	$99.8147	Disposed	11535	Indirect
2021-06-30	Class C Common Stock	S	9376	$99.8147	Disposed	3314	Indirect
2021-06-30	Class C Common Stock	S	94246	$99.8147	Disposed	33314	Indirect
2021-06-30	Class C Common Stock	S	1892	$99.8147	Disposed	669	Indirect
2021-06-30	Class C Common Stock	S	494	$99.8147	Disposed	174	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-28	Class B Common Stock	$	M	2432665	Disposed		Class C Common Stock (2432665)	Indirect
2021-06-28	Class B Common Stock	$	M	2497253	Disposed		Class C Common Stock (2497253)	Indirect
2021-06-28	Class B Common Stock	$	M	1351760	Disposed		Class C Common Stock (1351760)	Indirect
2021-06-28	Class B Common Stock	$	M	36743	Disposed		Class C Common Stock (36743)	Indirect
2021-06-28	Class B Common Stock	$	M	16569	Disposed		Class C Common Stock (16569)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class C Common Stock	113628	Direct
Class C Common Stock	3840	Indirect

Footnotes

F1: SL SPV-2, L.P. ("SPV-2"), Silver Lake Partners IV, L.P. ("SLP IV") and Silver Lake Partners V DE (AIV), L.P. ("SLP V") and certain of their respective affiliates distributed shares of Class C Common Stock, par value $0.01 per share ("Class C Common Stock") of Dell Technologies Inc. (the "Issuer") to their respective partners and members as in-kind distributions. The receipt of shares of Class C Common Stock by each of the Reporting Persons was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

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 June 28, 2021, SPV-2, SLP IV and SLP V converted shares of Class B Common Stock into an equal number of shares of Class C Common Stock in connection with the distributions described in footnote (1) above.

F3: These securities 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").

F4: These securities are directly held by SLP IV. The general partner of SLP IV 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").

F5: These securities 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").

F6: These securities 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.

F7: These securities are directly held by Silver Lake Technology Investors V, L.P.. The general partner of Silver Lake Technology Investors V, L.P. is SLTA V and the general partner of SLTA V is SLTA V GP.

F8: These shares of Class C Common Stock were received by SLTA SPV in connection with the pro rata distribution made by SPV-2 described above. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

F9: These shares of Class C Common Stock were received by SLTA V in connection with the pro rata distribution made by SLP V described above. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

F10: These shares of Class C Common Stock were received by Silver Lake Group, L.L.C. ("SLG") in connection with the pro rata distributions made by SPV-2, SLP IV and SLP V and their respective affiliates described above. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

F11: These securities are directly owned by SLG.

F12: These shares of Common Stock were received indirectly by Mr. Egon Durban through his indirect interest in an entity in which he may be deemed to have a pecuniary interest, in connection with the pro rata distributions made by SPV-2, SLP IV and SLP V and their respective affiliates described above. The receipt of such shares of Common Stock indirectly by Mr. Durban was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

F13: These shares of Common Stock were received by entities in which Mr. Egon Durban may be deemed to have an indirect pecuniary interest, in connection with the pro rata distributions made by SPV-2, SLP IV and SLP V and their respective affiliates described above. The receipt of such shares of Common Stock indirectly by Mr. Durban was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

F14: 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 Co-CEO and Managing Partner of SLG. Each of the reporting persons may be deemed a director by deputization of the Issuer.

F15: Represents shares of Class C Common Stock held by Mr. Egon Durban immediately following the receipt of such shares in connection with the distributions of shares of Class C Common Stock reported above. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

F16: Represents shares of Class C Common Stock beneficially owned indirectly by Mr. Durban through a trust for the benefit of certain family members, which received such shares in connection with the distributions of shares of Class C Common Stock reported above. The receipt of such shares of Class C Common Stock indirectly by Mr. Durban was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.66 to $100.34, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.