Slta V (Gp), L.L.C. - Jun 28, 2021 Form 4 Insider Report for Dell Technologies Inc. (DELL)

Signature
By: /s/ Egon Durban; Egon Durban, Co-CEO of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C.
Stock symbol
DELL
Transactions as of
Jun 28, 2021
Transactions value $
-$17,769,911
Form type
4
Date filed
6/30/2021, 09:14 PM
Next filing
Jul 6, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DELL Class C Common Stock Options Exercise +2.43M 2.43M Jun 28, 2021 Held through SL SPV-2, L.P. F1, F2, F3, F14
transaction DELL Class C Common Stock Options Exercise +2.5M 2.5M Jun 28, 2021 Held through Silver Lake Partners IV, L.P. F1, F2, F4, F14
transaction DELL Class C Common Stock Options Exercise +1.35M 1.35M Jun 28, 2021 Held through Silver Lake Partners V DE (AIV), L.P. F1, F2, F5, F14
transaction DELL Class C Common Stock Options Exercise +36.7K 36.7K Jun 28, 2021 Held through Silver Lake Technology Investors IV, L.P. F1, F6, F14
transaction DELL Class C Common Stock Options Exercise +16.6K 16.6K Jun 28, 2021 Held through Silver Lake Technology Investors V, L.P. F1, F7, F14
transaction DELL Class C Common Stock Other -2.43M -100% 0 Jun 30, 2021 Held through SL SPV-2, L.P. F1, F3, F14
transaction DELL Class C Common Stock Other -2.5M -100% 0 Jun 30, 2021 Held through Silver Lake Partners IV, L.P. F1, F4, F14
transaction DELL Class C Common Stock Other -1.35M -100% 0 Jun 30, 2021 Held through Silver Lake Partners V DE (AIV), L.P. F1, F5, F14
transaction DELL Class C Common Stock Sale -$2.71M -27.1K -73.88% $99.81 9.6K Jun 30, 2021 Held through Silver Lake Technology Investors IV, L.P. F6, F14, F17
transaction DELL Class C Common Stock Sale -$1.22M -12.2K -73.88% $99.81 4.33K Jun 30, 2021 Held through Silver Lake Technology Investors V, L.P. F7, F14, F17
transaction DELL Class C Common Stock Sale -$3.26M -32.6K -73.88% $99.81 11.5K Jun 30, 2021 Held through SLTA SPV-2, L.P.( F8, F14, F17
transaction DELL Class C Common Stock Sale -$936K -9.38K -73.88% $99.81 3.31K Jun 30, 2021 Held through Silver Lake Technology Associates V, L.P. F9, F14, F17
transaction DELL Class C Common Stock Sale -$9.41M -94.2K -73.88% $99.81 33.3K Jun 30, 2021 Held through Silver Lake Group, L.L.C. F10, F11, F14, F17
transaction DELL Class C Common Stock Sale -$189K -1.89K -73.88% $99.81 669 Jun 30, 2021 See footnote F12, F17
transaction DELL Class C Common Stock Sale -$49.3K -494 -73.95% $99.81 174 Jun 30, 2021 See footnote F12, F13, F17
holding DELL Class C Common Stock 114K Jun 28, 2021 Direct F15
holding DELL Class C Common Stock 3.84K Jun 28, 2021 See footnote F16

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DELL Class B Common Stock Options Exercise $0 -2.43M -6.23% $0.00 36.6M Jun 28, 2021 Class C Common Stock 2.43M Held through SL SPV-2, L.P. F1, F2, F3, F14
transaction DELL Class B Common Stock Options Exercise $0 -2.5M -6.23% $0.00 37.6M Jun 28, 2021 Class C Common Stock 2.5M Held through Silver Lake Partners IV, L.P. F1, F2, F4, F14
transaction DELL Class B Common Stock Options Exercise $0 -1.35M -6.23% $0.00 20.3M Jun 28, 2021 Class C Common Stock 1.35M Held through Silver Lake Partners V DE (AIV), L.P. F1, F2, F5, F14
transaction DELL Class B Common Stock Options Exercise $0 -36.7K -6.23% $0.00 553K Jun 28, 2021 Class C Common Stock 36.7K Held through Silver Lake Technology Investors IV, L.P. F2, F6, F14
transaction DELL Class B Common Stock Options Exercise $0 -16.6K -6.23% $0.00 249K Jun 28, 2021 Class C Common Stock 16.6K Held through Silver Lake Technology Investors V, L.P. F2, F7, F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 distributed 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 as in-kind distributions. 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 28, 2021, SPV-2, SLP IV and SLP V 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.
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 were received by SLTA SPV 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 These shares of Class C Common Stock were received by SLTA V 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 These shares of Class C Common Stock were received by Silver Lake Group, L.L.C. ("SLG") in connection with the pro rata distributions made by SPV-2, SLP IV and SLP V and their respective affiliates 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 These securities are directly owned by SLG.
F12 These shares of Common Stock were received indirectly by Mr. Egon Durban through his indirect interest in an entity in which he may be deemed to have a pecuniary interest, in connection with the pro rata distributions made by SPV-2, SLP IV and SLP V and their respective affiliates described above. 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 These shares of Common Stock were received by entities in which Mr. Egon Durban may be deemed to have an indirect pecuniary interest, in connection with the pro rata distributions made by SPV-2, SLP IV and SLP V and their respective affiliates described above. 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.
F14 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 Partner of SLG. Each of the reporting persons may be deemed a director by deputization of the Issuer.
F15 Represents shares of Class C Common Stock held by Mr. Egon Durban immediately following the receipt of such shares in connection with the distributions of shares of Class C Common Stock reported above. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
F16 Represents shares of Class C Common Stock beneficially owned indirectly by Mr. Durban through a trust for the benefit of certain family members, which received such shares in connection with the distributions of shares of Class C Common Stock reported above. 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.
F17 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.66 to $100.34, 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.

Remarks:

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4.