Dell Technologies Inc. — Director's Dealing 2022

Mar 17, 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: CLARKE JEFFREY W (Co-COO & Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-15	Class C Common Stock	A	63364	—	Acquired	442394	Direct
2022-03-15	Class C Common Stock	A	292314	—	Acquired	734708	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class C Common Stock	100000	Indirect
Class C Common Stock	100000	Indirect

Footnotes

F1: Represents a grant of 63,364 restricted stock units ("RSUs"). The RSUs vest in three equal annual installments on the first, second and third anniversaries of the grant date contingent on the reporting person's continued service on each applicable 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 164,308 RSUs previously reported as beneficially owned by the reporting person were adjusted and the reporting person now beneficially owns 386,734 RSUs following the grant referred to in footnote 1.

F3: Represents 292,314 shares certified as earned with respect to an award of performance-based RSUs granted on March 15, 2019. Vesting of the performance-based RSUs occurred simultaneously with their certification.

F4: Held by two family trusts of which the reporting person and his spouse serve as Co-Managing Trustees.