Dell Technologies Inc. — Director's Dealing 2024

Mar 23, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Dell Technologies Inc. (DELL)
CIK: 0001571996
Period of Report: 2024-03-22

Reporting Person: SLTA IV (GP), L.L.C. (Director, 10% Owner)
Reporting Person: Silver Lake Group, L.L.C. (Director, 10% Owner)
Reporting Person: Silver Lake Technology Associates IV, L.P. (Director, 10% Owner)
Reporting Person: Silver Lake Partners IV, L.P. (Director, 10% Owner)
Reporting Person: Silver Lake Technology Investors IV, L.P. (Director, 10% Owner)
Reporting Person: SLTA SPV-2 (GP), L.L.C. (Director, 10% Owner)
Reporting Person: SLTA SPV-2, L.P. (Director, 10% Owner)
Reporting Person: SL SPV-2, L.P. (Director, 10% Owner)
Reporting Person: Durban Egon (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-22	Class C Common Stock	J	482496	—	Disposed	0	Indirect
2024-03-22	Class C Common Stock	J	359193	—	Disposed	0	Indirect
2024-03-22	Class C Common Stock	J	221990	—	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class C Common Stock	315159	Indirect
Class C Common Stock	427	Indirect
Class C Common Stock	77503	Indirect
Class C Common Stock	45752	Indirect
Class C Common Stock	2507	Indirect
Class C Common Stock	535816	Direct
Class C Common Stock	15385	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 in-kind distributions 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 on March 22, 2024.

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.

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: 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.

F7: On certain dates between March 13, 2024 and March 21, 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 described in footnote (1) above.

F8: Reflects shares held by SLTA SPV, including shares received 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: Reflects shares held by SLTA V, including shares received 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: Reflects shares held by SLTA IV, including shares received in connection with the pro rata distribution made by SLP IV 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: 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 March 22, 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: 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 March 22, 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 March 22, 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 March 22, 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.