Slta IV (Gp), L.L.C. - Jul 11, 2023 Form 4 Insider Report for Dell Technologies Inc. (DELL)

Signature
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C.
Stock symbol
DELL
Transactions as of
Jul 11, 2023
Transactions value $
-$196,328,981
Form type
4
Date filed
7/13/2023, 05:43 PM
Previous filing
Jun 9, 2023
Next filing
Aug 16, 2023

Transactions Table

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

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 -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
* 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 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.

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.