Dell Technologies Inc. — Major Shareholding Notification 2019

Jan 7, 2019

Field: Rule-Page

Field: /Rule-Page

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

Dell Technologies Inc.

(Name of Issuer)

Class C Common Stock, $0.01 par value per share

(Title of Class of Securities)

24703L202

(CUSIP Number)

Andrew Langham

Icahn Capital LP

767 Fifth Avenue, 47th Floor

New York, New York 10153

(212) 702-4300

December 28, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

x Rule 13d-1(c)

Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

SCHEDULE 13G

CUSIP No. 24703L202

1	NAME OF REPORTING PERSON
	High River Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5	SOLE VOTING POWER
	2,180,005**
6	SHARED
VOTING POWER
	0
7	SOLE DISPOSITIVE POWER
	2,180,005**
8	SHARED
DISPOSITIVE POWER
	0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,180,005**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.3% **
12	TYPE OF REPORTING PERSON
	PN

** See Item 4.

Field: Page; Sequence: 2

Field: /Page

SCHEDULE 13G

CUSIP No. 24703L202

1	NAME OF REPORTING PERSON
	Hopper Investments LLC
2	CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5	SOLE VOTING POWER
	0
6	SHARED
VOTING POWER
	2,180,005**
7	SOLE DISPOSITIVE POWER
	0
8	SHARED DISPOSITIVE POWER
	2,180,005**
9	AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,180,005**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.3% **
12	TYPE
OF REPORTING PERSON
	OO

** See Item 4.

Field: Page; Sequence: 3

Field: /Page

SCHEDULE 13G

CUSIP No. 24703L202

1	NAME OF REPORTING PERSON
	Barberry Corp.
2	CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5	SOLE VOTING POWER
	0
6	SHARED
VOTING POWER
	2,180,005**
7	SOLE
DISPOSITIVE POWER
	0
8	SHARED
DISPOSITIVE POWER
	2,180,005**
9	AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,180,005**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.3% **
12	TYPE OF REPORTING PERSON
	CO

** See Item 4.

Field: Page; Sequence: 4

Field: /Page

SCHEDULE 13G

CUSIP No. 24703L202

1	NAME OF REPORTING PERSON
	Icahn Partners Master Fund LP
2	CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) ¨
3	SEC USE ONLY
4	CITIZENSHIP
OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5	SOLE
VOTING POWER
	3,616,393**
6	SHARED VOTING POWER
	0
7	SOLE DISPOSITIVE POWER
	3,616,393**
8	SHARED DISPOSITIVE POWER
	0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,616,393**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.1% **
12	TYPE
OF REPORTING PERSON
	PN

** See Item 4.

Field: Page; Sequence: 5

Field: /Page

SCHEDULE 13G

CUSIP No. 24703L202

1	NAME OF REPORTING PERSON
	Icahn Offshore LP
2	CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5	SOLE
VOTING POWER
	0
6	SHARED
VOTING POWER
	3,616,393**
7	SOLE
DISPOSITIVE POWER
	0
8	SHARED
DISPOSITIVE POWER
	3,616,393**
9	AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,616,393**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.1% **
12	TYPE
OF REPORTING PERSON
	PN

** See Item 4.

Field: Page; Sequence: 6

Field: /Page

SCHEDULE 13G

CUSIP No. 24703L202

1	NAME OF REPORTING PERSON
	Icahn Partners LP
2	CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) ¨
3	SEC USE ONLY
4	CITIZENSHIP
OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5	SOLE VOTING POWER
	5,103,619**
6	SHARED VOTING POWER
	0
7	SOLE
DISPOSITIVE POWER
	5,103,619**
8	SHARED
DISPOSITIVE POWER
	0
9	AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,103,619**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.0% **
12	TYPE OF REPORTING PERSON
	PN

** See Item 4.

Field: Page; Sequence: 7

Field: /Page

SCHEDULE 13G

CUSIP No. 24703L202

1	NAME OF REPORTING PERSON
	Icahn Onshore LP
2	CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) ¨
3	SEC
USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5	SOLE VOTING POWER
	0
6	SHARED VOTING POWER
	5,103,619**
7	SOLE
DISPOSITIVE POWER
	0
8	SHARED
DISPOSITIVE POWER
	5,103,619**
9	AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,103,619**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.0% **
12	TYPE
OF REPORTING PERSON
	PN

** See Item 4.

Field: Page; Sequence: 8

Field: /Page

SCHEDULE 13G

CUSIP No. 24703L202

1	NAME OF REPORTING PERSON
	Icahn Capital LP
2	CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) ¨
3	SEC
USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5	SOLE
VOTING POWER
	0
6	SHARED VOTING POWER
	8,720,012**
7	SOLE
DISPOSITIVE POWER
	0
8	SHARED
DISPOSITIVE POWER
	8,720,012**
9	AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,720,012**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.1% **
12	TYPE
OF REPORTING PERSON
	PN

** See Item 4.

Field: Page; Sequence: 9

Field: /Page

SCHEDULE 13G

CUSIP No. 24703L202

| 1 | NAME
OF REPORTING PERSON |
| --- | --- |
| | IPH GP LLC |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| | (a) ¨ |
| | (b) ¨ |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 5 | SOLE
VOTING POWER |
| | 0 |
| 6 | SHARED
VOTING POWER |
| | 8,720,012 |
| 7 | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8 | SHARED
DISPOSITIVE POWER |
| | 8,720,012 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 8,720,012 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 5.1% |
| 12 | TYPE
OF REPORTING PERSON |
| | OO |

** See Item 4.

Field: Page; Sequence: 10

Field: /Page

SCHEDULE 13G

CUSIP No. 24703L202

1	NAME OF REPORTING PERSON
	Icahn Enterprises Holdings L.P.
2	CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) ¨
3	SEC
USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5	SOLE VOTING POWER
	0
6	SHARED
VOTING POWER
	8,720,012**
7	SOLE
DISPOSITIVE POWER
	0
8	SHARED
DISPOSITIVE POWER
	8,720,012**
9	AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,720,012**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.1% **
12	TYPE OF REPORTING PERSON
	PN

** See Item 4.

Field: Page; Sequence: 11

Field: /Page

SCHEDULE 13G

CUSIP No. 24703L202

1	NAME OF REPORTING PERSON
	Icahn Enterprises G.P. Inc.
2	CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) ¨
3	SEC
USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5	SOLE
VOTING POWER
	0
6	SHARED VOTING POWER
	8,720,012**
7	SOLE DISPOSITIVE POWER
	0
8	SHARED
DISPOSITIVE POWER
	8,720,012**
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,720,012**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.1% **
12	TYPE
OF REPORTING PERSON
	CO

** See Item 4.

Field: Page; Sequence: 12

Field: /Page

SCHEDULE 13G

CUSIP No. 24703L202

1	NAME OF REPORTING PERSON
	Beckton Corp.
2	CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ¨
	(b) ¨
3	SEC
USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5	SOLE
VOTING POWER
	0
6	SHARED
VOTING POWER
	8,720,012**
7	SOLE
DISPOSITIVE POWER
	0
8	SHARED
DISPOSITIVE POWER
	8,720,012**
9	AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,720,012**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.1% **
12	TYPE
OF REPORTING PERSON
	CO

** See Item 4.

Field: Page; Sequence: 13

Field: /Page

SCHEDULE 13G

CUSIP No. 24703L202

| 1 | NAME
OF REPORTING PERSON |
| --- | --- |
| | Carl C. Icahn |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| | (a) ¨ |
| | (b) ¨ |
| 3 | SEC
USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | United States of America |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 5 | SOLE
VOTING POWER |
| | 0 |
| 6 | SHARED
VOTING POWER |
| | 10,900,017 |
| 7 | SOLE DISPOSITIVE POWER |
| | 0 |
| 8 | SHARED DISPOSITIVE POWER |
| | 10,900,017 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 10,900,017** |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 6.3% ** |
| 12 | TYPE
OF REPORTING PERSON |
| | IN |

** See Item 4.

Field: Page; Sequence: 14

Field: /Page

SCHEDULE 13G

ITEM 1

(a) Name of Issuer:

Dell Technologies Inc.

(b) Address of Issuer's Principal Executive Offices:

One Dell Way, Round Rock, Texas 78682

ITEM 2

(a) Name of Person Filing:

The persons filing this statement are High River Limited Partnership ("High River"), Hopper Investments LLC ("Hopper"), Barberry Corp. ("Barberry"), Icahn Partners Master Fund LP ("Icahn Master"), Icahn Offshore LP ("Icahn Offshore"), Icahn Partners LP ("Icahn Partners"), Icahn Onshore LP ("Icahn Onshore"), Icahn Capital LP ("Icahn Capital"), IPH GP LLC ("IPH"), Icahn Enterprises Holdings LP ("Icahn Enterprises Holdings"), Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), Beckton Corp. ("Beckton"), and Carl C. Icahn (collectively, the "Reporting Persons").

Barberry is the sole member of Hopper, which is the general partner of High River. Icahn Offshore is the general partner of Icahn Master. Icahn Onshore is the general partner of Icahn Partners. Icahn Capital is the general partner of each of Icahn Offshore and Icahn Onshore. Icahn Enterprises Holdings is the sole member of IPH, which is the general partner of Icahn Capital. Beckton is the sole stockholder of Icahn Enterprises GP, which is the general partner of Icahn Enterprises Holdings. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton.

(b) Address of Principal Business Office:

The address of the principal business office of (i) High River, Hopper, Barberry, Icahn Master, Icahn Offshore, Icahn Partners, Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton is White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601, and (ii) Mr. Icahn is c/o Icahn Associates Corp., 767 Fifth Avenue, 47 th Floor, New York, NY 10153.

(c) Citizenship:

Each of High River, Icahn Master, Icahn Offshore, Icahn Partners, Icahn Onshore, Icahn Capital and Icahn Enterprises Holdings is a Delaware limited partnership. Each of Hopper and IPH is a Delaware limited liability company. Each of Barberry, Icahn Enterprises GP and Beckton is a Delaware corporation. Carl C. Icahn is a citizen of the United States of America.

(d) Title of Class of Securities:

Class C Common Stock, $0.01 par value per share ("Shares")

(e) CUSIP Number:

24703L202

ITEM 3 If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

NOT APPLICABLE

Field: Page; Sequence: 15

Field: /Page

ITEM 4 Ownership

(a) Amount Beneficially Owned:

As of January 7, 2019, the Reporting Persons may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), in the aggregate, 10,900,017 Shares. The information set forth in Item 4(c) below is hereby incorporated in its entirety herein. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.

(b) Percent of Class

The Shares beneficially owned by the Reporting Persons as of January 7, 2019 represent approximately 6.3% of the Issuer's outstanding Shares (based upon the 171,909,324 Shares stated to be outstanding as of December 28, 2018 by the Issuer in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 28, 2018).

(c) Number of Shares as to which each Reporting Person has (i) Sole power to vote or to direct the vote, (ii) Shared power to vote or to direct the vote, (iii) Sole power to dispose or to direct the disposition of, (iv) Shared power to dispose or to direct the disposition of:

The information set forth in the cover pages hereto is hereby incorporated in its entirety herein.

ITEM 5 Ownership of Five Percent or Less of a Class

NOT APPLICABLE

ITEM 6 Ownership of More than Five Percent on Behalf of Another Person

NOT APPLICABLE

ITEM 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

NOT APPLICABLE

ITEM 8 Identification and Classification of Members of the Group

NOT APPLICABLE

ITEM 9 Notice of Dissolution of Group

NOT APPLICABLE

Field: Page; Sequence: 16

Field: /Page

ITEM 10 Certification

By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

EXHIBITS

1 Joint Filing Agreement, dated the date hereof, among the Reporting Persons.

Field: Page; Sequence: 17

Field: /Page

SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement on Schedule 13G is true, complete and correct.

Dated: January 7, 2019

ICAHN PARTNERS MASTER FUND LP

ICAHN OFFSHORE LP

ICAHN PARTNERS LP

ICAHN ONSHORE LP

BECKTON CORP.

HOPPER INVESTMENTS LLC

BARBERRY CORP.

HIGH RIVER LIMITED PARTNERSHIP

By: Hopper Investments LLC, general partner

By: Barberry Corp., sole member

By:
Name: Edward E. Mattner
Title: Authorized Signatory

ICAHN CAPITAL LP

By: IPH GP LLC, its general partner

By: Icahn Enterprises Holdings L.P., its sole member

By: Icahn Enterprises G.P. Inc., its general partner

IPH GP LLC

By: Icahn Enterprises Holdings L.P., its sole member

By: Icahn Enterprises G.P. Inc., its general partner

ICAHN ENTERPRISES HOLDINGS L.P.

By: Icahn Enterprises G.P. Inc., its general partner

ICAHN ENTERPRISES G.P. INC.

By:
Name: SungHwan Cho
Title: Chief Financial Officer

/s/ Carl C. Icahn
CARL C. ICAHN

[Signature Page to Schedule 13G – Dell Technologies Inc.]

Field: Page; Sequence: 18; Options: Last

Field: /Page