Dell Technologies Inc. — Director's Dealing 2024

Jun 5, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Dell Technologies Inc. (DELL)
CIK: 0001571996
Period of Report: 2024-06-03

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
2024-06-03	Class C Common Stock	S	5510	$135.13	Disposed	63309	Indirect
2024-06-03	Class C Common Stock	S	6766	$135.13	Disposed	36954	Indirect
2024-06-03	Class C Common Stock	S	3264	$135.13	Disposed	30054	Indirect
2024-06-03	Class C Common Stock	S	121	$135.13	Disposed	6	Indirect
2024-06-03	Class C Common Stock	S	54	$135.13	Disposed	2	Indirect
2024-06-03	Class C Common Stock	S	252	$135.90	Disposed	63057	Indirect
2024-06-03	Class C Common Stock	S	310	$135.90	Disposed	36644	Indirect
2024-06-03	Class C Common Stock	S	149	$135.90	Disposed	29905	Indirect
2024-06-03	Class C Common Stock	S	6	$135.90	Disposed	0	Indirect
2024-06-03	Class C Common Stock	S	2	$135.90	Disposed	0	Indirect
2024-06-04	Class C Common Stock	M	1240335	—	Acquired	1303392	Indirect
2024-06-04	Class C Common Stock	M	1273266	—	Acquired	1309910	Indirect
2024-06-04	Class C Common Stock	M	689217	—	Acquired	719122	Indirect
2024-06-04	Class C Common Stock	M	18734	—	Acquired	18734	Indirect
2024-06-04	Class C Common Stock	M	8448	—	Acquired	8448	Indirect
2024-06-04	Class C Common Stock	J	1303392	—	Disposed	0	Indirect
2024-06-04	Class C Common Stock	J	1309910	—	Disposed	0	Indirect
2024-06-04	Class C Common Stock	J	719122	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-06-04	Class B Common Stock	$	M	1240335	Disposed		Class C Common Stock (1240335)	Indirect
2024-06-04	Class B Common Stock	$	M	1273266	Disposed		Class C Common Stock (1273266)	Indirect
2024-06-04	Class B Common Stock	$	M	689217	Disposed		Class C Common Stock (689217)	Indirect
2024-06-04	Class B Common Stock	$	M	18734	Disposed		Class C Common Stock (18734)	Indirect
2024-06-04	Class B Common Stock	$	M	8448	Disposed		Class C Common Stock (8448)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class C Common Stock	103190	Indirect
Class C Common Stock	60975	Indirect
Class C Common Stock	3595	Indirect
Class C Common Stock	105101	Indirect
Class C Common Stock	879	Indirect
Class C Common Stock	806352	Direct
Class C Common Stock	24736	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 sold certain shares of Class C Common Stock, par value $0.01 per share ("Class C Common Stock") of Dell Technologies Inc. (the "Issuer") on June 3, 2024 and initiated in-kind distributions of shares of Class C Common Stock on June 4, 2024. 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 3, 2024 and June 4, 2024, certain of the Reporting Persons 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 are held by SLTA SPV, including shares received in connection with pro rata distributions made by SPV-2 on June 4, 2024. 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 are held by SLTA IV, including shares received in connection with pro rata distributions made by SLP IV on June 4, 2024. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

F10: Reflects shares of Class C Common Stock received in connection with pro rata distributions made by SLP IV on June 4, 2024. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

F11: Reflects shares held by Silver Lake Group, L.L.C. ("SLG"). Shares held includes additional shares of Class C Common Stock received in connection with pro rata distributions made by SPV-2, SLP IV and SLP V on June 4, 2024. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

F12: 12. These shares of Common Stock are held by entities in which Mr. Egon Durban may be deemed to have an indirect pecuniary interest, including shares received in connection with the pro rata distributions made by SPV-2, SLP IV and SLP V and their respective affiliates on June 4, 2024. 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 shares in connection with the distributions of shares of Class C Common Stock on June 4, 2024. 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, including shares received in connection with the distributions of shares of Class C Common Stock on June 4, 2024. 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 $134.70 to $135.64, 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 $135.82 to $135.98, 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.