| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | DELL | Class C Common Stock | Options Exercise | +1.81M | 1.81M | Jul 11, 2023 | Held through SL SPV-2, L.P. | F1, F2, F3, F13 | |||
| transaction | DELL | Class C Common Stock | Options Exercise | +1.86M | 1.86M | Jul 11, 2023 | Held through Silver Lake Partners IV, L.P. | F1, F2, F4, F13 | |||
| transaction | DELL | Class C Common Stock | Options Exercise | +1.01M | 1.01M | Jul 11, 2023 | Held through Silver Lake Partners V DE (AIV), L.P. | F1, F2, F5, F13 | |||
| transaction | DELL | Class C Common Stock | Options Exercise | +27.4K | 27.4K | Jul 11, 2023 | Held through Silver Lake Technology Investors IV, L.P. | F1, F2, F6, F13 | |||
| transaction | DELL | Class C Common Stock | Options Exercise | +12.3K | 12.3K | Jul 11, 2023 | Held through Silver Lake Technology Investors V, L.P. | F1, F2, F7, F13 | |||
| transaction | DELL | Class C Common Stock | Sale | -$67.4M | -1.22M | -67.21% | $55.36 | 594K | Jul 11, 2023 | Held through SL SPV-2, L.P. | F3, F13, F16 |
| transaction | DELL | Class C Common Stock | Sale | -$82.4M | -1.49M | -80.1% | $55.36 | 370K | Jul 11, 2023 | Held through Silver Lake Partners IV, L.P. | F4, F13, F16 |
| transaction | DELL | Class C Common Stock | Sale | -$43.3M | -783K | -77.78% | $55.36 | 224K | Jul 11, 2023 | Held through Silver Lake Partners V DE (AIV), L.P. | F5, F13, F16 |
| transaction | DELL | Class C Common Stock | Sale | -$1.51M | -27.4K | -100% | $55.36 | 0 | Jul 11, 2023 | Held through Silver Lake Technology Investors IV, L.P. | F6, F13, F16 |
| transaction | DELL | Class C Common Stock | Sale | -$683K | -12.3K | -100% | $55.36 | 0 | Jul 11, 2023 | Held through Silver Lake Technology Investors V, L.P. | F7, F13, F16 |
| transaction | DELL | Class C Common Stock | Other | -594K | -100% | 0 | Jul 12, 2023 | Held through SL SPV-2, L.P. | F1, F3, F13 | ||
| transaction | DELL | Class C Common Stock | Other | -370K | -100% | 0 | Jul 12, 2023 | Held through Silver Lake Partners IV, L.P. | F1, F4, F13 | ||
| transaction | DELL | Class C Common Stock | Other | -224K | -100% | 0 | Jul 12, 2023 | Held through Silver Lake Partners V DE (AIV), L.P. | F1, F5, F13 | ||
| transaction | DELL | Class C Common Stock | Sale | -$615K | -11.3K | -60% | $54.35 | 7.54K | Jul 12, 2023 | Held through SLTA SPV-2, L.P. | F8, F13, F17 |
| transaction | DELL | Class C Common Stock | Sale | -$358K | -6.58K | -60% | $54.35 | 4.39K | Jul 12, 2023 | Held through Silver Lake Technology Associates V, L.P. | F9, F13, F17 |
| transaction | DELL | Class C Common Stock | Other | -155K | -56.39% | 120K | Jul 13, 2023 | Held through Silver Lake Group, L.L.C. | F10, F11, F13 | ||
| holding | DELL | Class C Common Stock | 497 | Jul 11, 2023 | See footnote | F12 | |||||
| holding | DELL | Class C Common Stock | 135K | Jul 11, 2023 | Direct | F14 | |||||
| holding | DELL | Class C Common Stock | 3.12K | Jul 11, 2023 | See footnote | F15 |
| 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 | -1.81M | -4.95% | $0.00 | 34.8M | Jul 11, 2023 | Class C Common Stock | 1.81M | Held through SL SPV-2, L.P. | F1, F2, F3, F12 | |
| transaction | DELL | Class B Common Stock | Options Exercise | $0 | -1.86M | -4.95% | $0.00 | 35.7M | Jul 11, 2023 | Class C Common Stock | 1.86M | Held through Silver Lake Partners IV, L.P. | F1, F2, F4, F12 | |
| transaction | DELL | Class B Common Stock | Options Exercise | $0 | -1.01M | -4.95% | $0.00 | 19.3M | Jul 11, 2023 | Class C Common Stock | 1.01M | Held through Silver Lake Partners V DE (AIV), L.P. | F1, F2, F5, F12 | |
| transaction | DELL | Class B Common Stock | Options Exercise | $0 | -27.4K | -4.95% | $0.00 | 526K | Jul 11, 2023 | Class C Common Stock | 27.4K | Held through Silver Lake Technology Investors IV, L.P. | F2, F6, F12 | |
| transaction | DELL | Class B Common Stock | Options Exercise | $0 | -12.3K | -4.95% | $0.00 | 237K | Jul 11, 2023 | Class C Common Stock | 12.3K | Held through Silver Lake Technology Investors V, L.P. | F2, F7, F12 |
| 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 initiated a distribution on July 11, 2023, effective July 12, 2023, 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 as in-kind distributions and sold certain shares. 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 July 11, 2023, 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 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 | 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 | On July 13, 2023, Silver Lake Group, L.L.C. ("SLG") distributed shares of Class C Common Stock to certain of its members as an in-kind distribution. Such shares were received in connection with the pro rata distributions made by SPV-2, SLP IV and SLP V and their respective affiliates described above and in prior years. 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 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. |
| 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 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. |
| F15 | 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. |
| F16 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.302 to $55.8525, 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. |
| F17 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.295 to $54.47, 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. |
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.