Dell Technologies Inc. — Director's Dealing 2022

Mar 18, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Dell Technologies Inc. (DELL)
CIK: 0001571996
Period of Report: 2022-03-15

Reporting Person: Sweet Thomas W (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-15	Class C Common Stock	A	28801	—	Acquired	174918	Direct
2022-03-15	Class C Common Stock	F	25589	$50.74	Disposed	149329	Direct
2022-03-15	Class C Common Stock	A	137149	—	Acquired	286478	Direct

Footnotes

F1: Represents a grant of 28,801 restricted stock units ("RSUs"). The RSUs vest in full on the first anniversary of the grant date contingent on the reporting person's continued service on such vesting date.

F2: On November 1, 2021, the Issuer completed a special distribution of all of the shares of common stock of its former subsidiary, VMware, Inc., that it beneficially owned to its stockholders on a pro rata basis (the "Transaction"). In connection with the Transaction, the Issuer implemented an equitable adjustment to outstanding equity awards held by participants in the Issuer's 2013 Stock Incentive Plan in accordance with the terms of the plan. As a result, the 63,165 RSUs previously reported as beneficially owned by the reporting person were adjusted and the reporting person now beneficially owns 153,115 RSUs following the grant referred to in footnote 1.

F3: Represents shares withheld by the Issuer for payment of the tax liability incurred upon the partial vesting of RSUs granted on March 15, 2019, March 15, 2020 and March 15, 2021.

F4: Represents 221,323 shares certified as earned with respect to an award of performance-based RSUs granted on March 15, 2019, net of 84,174 shares withheld by the Issuer for payment of the tax liability incurred on vesting of such shares. Vesting of the performance-based RSUs occurred simultaneously with their certification.