Dell Technologies Inc. — Director's Dealing 2023

Jul 13, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Dell Technologies Inc. (DELL)
CIK: 0001571996
Period of Report: 2023-07-11

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
2023-07-11	Class C Common Stock	M	1811176	—	Acquired	1811176	Indirect
2023-07-11	Class C Common Stock	M	1859263	—	Acquired	1859263	Indirect
2023-07-11	Class C Common Stock	M	1006417	—	Acquired	1006417	Indirect
2023-07-11	Class C Common Stock	M	27356	—	Acquired	27356	Indirect
2023-07-11	Class C Common Stock	M	12336	—	Acquired	12336	Indirect
2023-07-11	Class C Common Stock	S	1217216	$55.3575	Disposed	593960	Indirect
2023-07-11	Class C Common Stock	S	1489351	$55.3575	Disposed	369912	Indirect
2023-07-11	Class C Common Stock	S	782741	$55.3575	Disposed	223676	Indirect
2023-07-11	Class C Common Stock	S	27356	$55.3575	Disposed	0	Indirect
2023-07-11	Class C Common Stock	S	12336	$55.3575	Disposed	0	Indirect
2023-07-12	Class C Common Stock	J	593960	—	Disposed	0	Indirect
2023-07-12	Class C Common Stock	J	369912	—	Disposed	0	Indirect
2023-07-12	Class C Common Stock	J	223676	—	Disposed	0	Indirect
2023-07-12	Class C Common Stock	S	11307	$54.3493	Disposed	7538	Indirect
2023-07-12	Class C Common Stock	S	6584	$54.3493	Disposed	4390	Indirect
2023-07-13	Class C Common Stock	J	154715	—	Disposed	119645	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-07-11	Class B Common Stock	$	M	1811176	Disposed		Class C Common Stock (1811176)	Indirect
2023-07-11	Class B Common Stock	$	M	1859263	Disposed		Class C Common Stock (1859263)	Indirect
2023-07-11	Class B Common Stock	$	M	1006417	Disposed		Class C Common Stock (1006417)	Indirect
2023-07-11	Class B Common Stock	$	M	27356	Disposed		Class C Common Stock (27356)	Indirect
2023-07-11	Class B Common Stock	$	M	12336	Disposed		Class C Common Stock (12336)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class C Common Stock	497	Indirect
Class C Common Stock	135124	Direct
Class C Common Stock	3118	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 initiated a distribution on July 11, 2023, effective July 12, 2023, of 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 and sold certain shares. 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 July 11, 2023, 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 and sales 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: On July 13, 2023, Silver Lake Group, L.L.C. ("SLG") distributed shares of Class C Common Stock to certain of its members as an in-kind distribution. Such shares were received in connection with the pro rata distributions made by SPV-2, SLP IV and SLP V and their respective affiliates described above and in prior years. 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 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.

F13: 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 Member of SLG. Each of the reporting persons may be deemed a director by deputization of the Issuer.

F14: 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.

F15: 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.

F16: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.302 to $55.8525, 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.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.295 to $54.47, 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.