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Dell Technologies Inc. — Director's Dealing 2024
Mar 6, 2024
29890_dirs_2024-03-05_345b702d-c379-4cf3-84da-05a58440d9cd.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Dell Technologies Inc. (DELL)
CIK: 0001571996
Period of Report: 2024-03-03
Reporting Person: SLTA IV (GP), L.L.C. (N/A)
Reporting Person: Silver Lake Group, L.L.C. (N/A)
Reporting Person: Silver Lake Technology Associates IV, L.P. (N/A)
Reporting Person: Silver Lake Partners IV, L.P. (N/A)
Reporting Person: Silver Lake Technology Investors IV, L.P. (N/A)
Reporting Person: SLTA SPV-2 (GP), L.L.C. (N/A)
Reporting Person: SLTA SPV-2, L.P. (N/A)
Reporting Person: SL SPV-2, L.P. (N/A)
Reporting Person: Durban Egon (N/A)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2024-03-03 | Class C Common Stock | M | 1288337 | — | Acquired | 1288337 | Indirect |
| 2024-03-03 | Class C Common Stock | M | 1322541 | — | Acquired | 1322541 | Indirect |
| 2024-03-03 | Class C Common Stock | M | 715890 | — | Acquired | 715890 | Indirect |
| 2024-03-03 | Class C Common Stock | M | 19459 | — | Acquired | 19459 | Indirect |
| 2024-03-03 | Class C Common Stock | M | 8775 | — | Acquired | 8775 | Indirect |
| 2024-03-04 | Class C Common Stock | M | 487775 | — | Acquired | 1776112 | Indirect |
| 2024-03-04 | Class C Common Stock | M | 500728 | — | Acquired | 1823269 | Indirect |
| 2024-03-04 | Class C Common Stock | M | 271043 | — | Acquired | 986933 | Indirect |
| 2024-03-04 | Class C Common Stock | M | 7367 | — | Acquired | 26826 | Indirect |
| 2024-03-04 | Class C Common Stock | M | 3322 | — | Acquired | 12097 | Indirect |
| 2024-03-04 | Class C Common Stock | S | 885481 | $122.10 | Disposed | 890631 | Indirect |
| 2024-03-04 | Class C Common Stock | S | 1027907 | $122.10 | Disposed | 795362 | Indirect |
| 2024-03-04 | Class C Common Stock | S | 528378 | $122.10 | Disposed | 458555 | Indirect |
| 2024-03-04 | Class C Common Stock | S | 19459 | $122.10 | Disposed | 7367 | Indirect |
| 2024-03-04 | Class C Common Stock | S | 8775 | $122.10 | Disposed | 3322 | Indirect |
| 2024-03-04 | Class C Common Stock | S | 201110 | $124.46 | Disposed | 689521 | Indirect |
| 2024-03-04 | Class C Common Stock | S | 232888 | $124.46 | Disposed | 562474 | Indirect |
| 2024-03-04 | Class C Common Stock | S | 119911 | $124.46 | Disposed | 338644 | Indirect |
| 2024-03-04 | Class C Common Stock | S | 4421 | $124.46 | Disposed | 2946 | Indirect |
| 2024-03-04 | Class C Common Stock | S | 1994 | $124.46 | Disposed | 1328 | Indirect |
| 2024-03-05 | Class C Common Stock | J | 3769 | — | Disposed | 48774 | Indirect |
| 2024-03-05 | Class C Common Stock | J | 2195 | — | Disposed | 28832 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2024-03-03 | Class B Common Stock | $ | M | 1288337 | Disposed | Class C Common Stock (1288997) | Indirect | |
| 2024-03-03 | Class B Common Stock | $ | M | 1322541 | Disposed | Class C Common Stock (1322541) | Indirect | |
| 2024-03-03 | Class B Common Stock | $ | M | 715890 | Disposed | Class C Common Stock (715890) | Indirect | |
| 2024-03-03 | Class B Common Stock | $ | M | 19459 | Disposed | Class C Common Stock (19459) | Indirect | |
| 2024-03-03 | Class B Common Stock | $ | M | 8775 | Disposed | Class C Common Stock (8775) | Indirect | |
| 2024-03-04 | Class B Common Stock | $ | M | 487775 | Disposed | Class C Common Stock (487775) | Indirect | |
| 2024-03-04 | Class B Common Stock | $ | M | 500728 | Disposed | Class C Common Stock (500728) | Indirect | |
| 2024-03-04 | Class B Common Stock | $ | M | 271043 | Disposed | Class C Common Stock (271043) | Indirect | |
| 2024-03-04 | Class B Common Stock | $ | M | 7367 | Disposed | Class C Common Stock (7367) | Indirect | |
| 2024-03-04 | Class B Common Stock | $ | M | 3322 | Disposed | Class C Common Stock (3322) | Indirect |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Class C Common Stock | 1181 | Indirect |
| Class C Common Stock | 212323 | Indirect |
| Class C Common Stock | 1469 | Indirect |
| Class C Common Stock | 408694 | Direct |
| Class C Common Stock | 11557 | 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 on March 4, 2024 and initiated in-kind distributions on March 5, 2024 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. 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 March 3, 2024 and March 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: Represents a distribution by SLTA SPV of shares of Class C Common Stock to certain of its partners as an in-kind distribution. These securities were received in prior in-kind distributions from certain affiliates of SLTA SPV. Balance of shares held also includes additional shares of Class C Common Stock received in connection with pro rata distributions made by SPV-2 on March 5, 2024, which are being reported on a separate Form 4 filed on the date hereof. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
F9: Represents a distribution by SLTA V of shares of Class C Common Stock to certain of its partners as an in-kind distribution. These securities were received in prior in-kind distributions from certain affiliates of SLTA V. Balance of shares held also includes additional shares of Class C Common Stock received in connection with pro rata distributions made by SLP V on March 5, 2024, which are being reported on a separate Form 4 filed on the date hereof. 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 March 5, 2024, which are being reported on a separate Form 4 filed on the date hereof. 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 5, 2024, which are being reported on a separate Form 4 filed on the date hereof. 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 5, 2024, which are being reported on a separate Form 4 filed on the date hereof. 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 5, 2024, which are being reported on a separate Form 4 filed on the date hereof. 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 5, 2024, which are being reported on a separate Form 4 filed on the date hereof. 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 $124.00 to $125.00, 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.