Dell Technologies Inc. — Major Shareholding Notification 2025

Jan 13, 2025

xml version="1.0" encoding="UTF-8"? SCHEDULE 13D/A 0001193125-19-043419 0001418226 XXXXXXXX LIVE 10 Class C Common Stock, par value $0.01 per share 01/08/2025 false 0001571996 24703L202 Dell Technologies Inc. One Dell Way Round Rock TX 78682 Andrew J. Schader, Esq 212-981-5600 c/o Silver Lake 55 Hudson Yards 550 West 34th Street, 40th Floor New York NY 10001 Kenneth B. Wallach, Esq. 212-455-2000 Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York NY 10017 Hui Lin, Esq. 212-455-2000 Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York NY 10017 Jessica Asrat, Esq 212-455-2000 Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York NY 10017 Y SL SPV-2, L.P. OO N DE 0 23949646 0 23949646 23949646 N 5.7 PN Y SLTA SPV-2, L.P. OO N DE 0 23987742 0 23976096 23987742 N 5.7 PN Y SLTA SPV-2 (GP), L.L.C. OO N DE 0 23987742 0 23976096 23987742 N 5.7 OO Y Silver Lake Partners IV, L.P. OO N DE 0 24585515 0 24585515 24585515 N 5.8 PN Y Silver Lake Technology Investors IV, L.P. OO N DE 0 361735 0 361735 361735 N 0.1 PN The above beneficial ownership reflects less than 0.1% of the outstanding shares of Class C Common Stock outstanding. See Item 5. Y Silver Lake Technology Associates IV, L.P. OO N DE 0 24947250 0 24947250 24947250 N 5.9 PN Y SLTA IV (GP), L.L.C. OO N DE 0 24947250 0 24947250 24947250 N 5.9 OO Y Silver Lake Partners V DE (AIV), L.P. OO N DE 0 13308106 0 13308106 13308106 N 3.1 PN Y Silver Lake Technology Investors V, L.P. OO N DE 0 163121 0 163121 163121 N 0.1 PN The above beneficial ownership reflects less than 0.1% of the outstanding shares of Class C Common Stock outstanding. See Item 5. Y Silver Lake Technology Associates V, L.P. OO N DE 0 13492632 0 13487033 13492632 N 3.2 PN Y SLTA V (GP), L.L.C. OO N DE 0 13492632 0 13487033 13492632 N 3.2 OO 0001418226 N Silver Lake Group, L.L.C. OO N DE 0 62513399 0 62430424 62513399 N 14.8 OO Class C Common Stock, par value $0.01 per share Dell Technologies Inc. One Dell Way Round Rock TX 78682 This Amendment No. 10 (the Amendment No. 10), being filed by SL SPV-2, L.P. (SPV-2), SLTA SPV-2, L.P. (SLTA GP), SLTA SPV-2 (GP), L.L.C. (SLTA SPV GP), Silver Lake Partners IV, L.P. (SLP IV), Silver Lake Technology Investors IV, L.P. (SLTI IV), Silver Lake Technology Associates IV, L.P. (SLTA IV), SLTA IV (GP), L.L.C. (SLTA IV GP), Silver Lake Partners V DE (AIV), L.P. (SLP V), Silver Lake Technology Investors V, L.P. (SLTI V), Silver Lake Technology Associates V, L.P. (SLTA V), SLTA V (GP), L.L.C. (SLTA V GP), and Silver Lake Group, L.L.C. (SLG, and collectively, the Reporting Persons) amends the Schedule 13D initially filed on February 19, 2019, as amended by Amendment No. 1 filed on July 2, 2019, Amendment No. 2 filed on January 2, 2020, Amendment No. 3 filed on July 1, 2021, Amendment No. 4 filed on July 13, 2023, Amendment No. 5 filed on January 18, 2024, Amendment No. 6 filed on March 6, 2024, Amendment No. 7 filed on March 22, 2024, Amendment No. 8 filed on June 5, 2024 and Amendment No. 9 filed on July 10, 2024 (as amended, the Schedule 13D). The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 9 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Schedule 13D. Item 2(a) of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in the amended and restated Annex A attached hereto as Exhibit 99.2 is incorporated herein by reference in this amended Item 2. Items 5(a) - (c) of the Schedule 13D are hereby amended and restated as follows: The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 are incorporated by reference in its entirety into this Item 5. The Reporting Persons may be deemed to beneficially own an aggregate of 62,513,399 shares of the Issuer's Class C Common Stock, which constitutes approximately 8.9% of the total outstanding common stock of the Issuer, based on 700,459,151 shares of common stock outstanding in the aggregate as of December 3, 2024. Subject to the terms of the Issuer's amended and restated certificate of incorporation, each holder of record of: (1) Class A Common Stock is entitled to 10 votes per share of Class A Common Stock; (2) Class B Common Stock is entitled to 10 votes per share of Class B Common Stock; (3) Class C Common Stock is entitled to one vote per share of Class C Common Stock; and (4) Class D Common Stock is not entitled to any vote on any matter except to the extent required by provisions of Delaware law (in which case such holder is entitled to one vote per share of Class D Common Stock), in the case of each of (1) through (4), which is outstanding in such holder's name on the books of the Issuer and which is entitled to vote. The board of directors of the Issuer has a class consisting of the Group I Directors and a class consisting of the Group IV Directors (each as defined in the Issuer's certificate of incorporation, as amended). The holders of shares of all series of common stock outstanding will vote as one class with respect to the election of all Group I Directors and the holders of Class C Common Stock will vote separately as a series with respect to the election of the Group IV Director. Except as may otherwise be provided in the Issuer's certificate of incorporation, as amended, or as may otherwise be required by Delaware law, with respect to all other matters to be voted on by stockholders of the Issuer, the holders of shares of all series of common stock outstanding will vote as one class. As a result of the above, the 62,513,399 shares of Class C Common Stock beneficially owned in the aggregate by the Reporting Persons is entitled to approximately 16.6% of the combined voting power of the common stock of the Issuer, based on 700,459,151 shares of common stock outstanding in the aggregate, including 361,328,687 shares of Class C Common Stock outstanding as follows: 357,337,184 shares of Class C Common Stock outstanding as of December 3, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q, filed on December 10, 2024, plus the additional 3,991,503 shares of Class C Common Stock issued upon the conversion of an equal number of shares of Class B Common Stock on December 5, 2024, December 6, 2024, January 6, 2025, January 7, 2025 and January 8, 2025, in connection with the sales and distributions described in this Schedule 13D and as described further in Exhibit 99.3 attached hereto and assuming conversion of all outstanding shares of Class B Common Stock which may be deemed to be beneficially owned by the Reporting Persons into shares of Class C Common Stock. The Reporting Persons may be deemed to beneficially own an aggregate of 62,513,399 shares of the Issuer's Class C Common Stock, including an aggregate of 45,056 shares of the Issuer's Class C Common Stock held directly by the Reporting Persons, 100,220 shares of the Issuer's Class C Common Stock held by the Reporting Persons on behalf of certain of their employees and certain managing members of SLG over which the Reporting Persons may be deemed to have voting power but no dispositive power, and an aggregate of 62,368,123 shares of the Issuer's Class B Common Stock held by the Reporting Persons, which are convertible into shares of Class C Common Stock on a one-for-one basis at any time at the holder's election, representing approximately 14.8% of the issued and outstanding shares of the Issuer's Class C Common Stock calculated on the basis of Rule 13d-3 of the Exchange Act. The percentages of beneficial ownership in this Schedule 13D are based on 361,328,687 shares of Class C Common Stock outstanding as follows: 357,337,184 shares of Class C Common Stock outstanding as of December 3, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q, filed on December 10, 2024, plus the additional 3,991,503 shares of Class C Common Stock issued upon the conversion of an equal number of shares of Class B Common Stock on December 5, 2024, December 6, 2024, January 6, 2025, January 7, 2025 and January 8, 2025, in connection with the sales and distributions described herein, and assuming conversion of all outstanding shares of Class B Common Stock which may be deemed to be beneficially owned by the Reporting Persons into shares of Class C Common Stock, as applicable. Information with respect to the beneficial ownership of Class C Common Stock by the individuals listed in Annex 2 attached hereto as Exhibit 99.2 is incorporated herein by reference in response to this Item 5. The references to and description of the Issuer's amended and restated certificate of incorporation set forth above is not intended to be complete and is qualified in its entirety by reference to the full text of such certificate, which is filed as Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 29, 2022. See Item 5(a) above. Except as set forth in this Schedule 13D and in Annex A attached hereto as Exhibit 99.2, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other person listed in Annex A, have effected any transaction in Class C Common Stock in the past 60 days. During the past 60 days, (i) on December 5, 2024, December 6, 2024, December 10, 2024, January 6, 2025, January 7, 2025 and January 8, 2025, certain of the Reporting Persons sold an aggregate of 2,958,810 shares of Class C Common Stock, (ii) on December 9, 2024, certain of the Reporting Persons initiated distributions of an aggregate of 618,395 shares of Class C Common Stock to certain of their respective direct and indirect equity holders, with SL SPV-2, L.P. distributing 275,905 shares, SLP IV distributing 210,126 shares and SLP V distributing 132,364 shares, (iii) on December 27, 2024, certain of the Reporting Persons initiated distributions of an aggregate of 185,648 shares of Class C Common Stock to certain of their respective direct and indirect equity holders, with SL SPV-2, L.P. distributing 116,194 shares and SLP V distributing 69,454 shares, and (iv) on January 10, 2025, certain of the Reporting Persons initiated distributions of an aggregate of 418,331 shares of Class C Common Stock to certain of their respective direct and indirect equity holders, with SL SPV-2, L.P. distributing 192,718 shares, SLP IV distributing 146,275 shares and SLP V distributing 79,338 shares. The shares of Class C Common Stock described in clauses (i) through (iv) above were received upon conversion on December 5, 2024, December 6, 2024, January 6, 2025, January 7, 2025 and January 8, 2025 of an equal number of shares of Class B Common Stock held by such Reporting Persons. The Class B Common Stock is convertible into an equal number of shares of Class C Common Stock, at any time. Exhibit No. Description 99.1 Signature Pages 99.2 Annex A Managing Members of Silver Lake Group, L.L.C. 99.3 Annex B Sales of Class C Common Stock by Reporting Persons during the prior 60 days SL SPV-2, L.P. /s/ Andrew J. Schader Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., See Exhibit 99.1 01/13/2025 SLTA SPV-2, L.P. /s/ Andrew J. Schader Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., See Exhibit 99.1 01/13/2025 SLTA SPV-2 (GP), L.L.C. /s/ Andrew J. Schader Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., See Exhibit 99.1 01/13/2025 Silver Lake Partners IV, L.P. /s/ Andrew J. Schader Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., See Exhibit 99.1 01/13/2025 Silver Lake Technology Investors IV, L.P. /s/ Andrew J. Schader Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., See Exhibit 99.1 01/13/2025 Silver Lake Technology Associates IV, L.P. /s/ Andrew J. Schader Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., See Exhibit 99.1 01/13/2025 SLTA IV (GP), L.L.C. /s/ Andrew J. Schader Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., See Exhibit 99.1 01/13/2025 Silver Lake Partners V DE (AIV), L.P. /s/ Andrew J. Schader Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., See Exhibit 99.1 01/13/2025 Silver Lake Technology Investors V, L.P. /s/ Andrew J. Schader Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., See Exhibit 99.1 01/13/2025 Silver Lake Technology Associates V, L.P. /s/ Andrew J. Schader Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., See Exhibit 99.1 01/13/2025 SLTA V (GP), L.L.C. /s/ Andrew J. Schader Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., See Exhibit 99.1 01/13/2025 Silver Lake Group, L.L.C. /s/ Andrew J. Schader Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., See Exhibit 99.1 01/13/2025 /s/ Andrew J. Schader Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., See Exhibit 99.1 01/13/2025