Slta IV (Gp), L.L.C. - Mar 3, 2024 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
Mar 3, 2024
Transactions value $
-$371,324,925
Form type
4
Date filed
3/5/2024, 09:35 PM
Previous filing
Jan 17, 2024
Next filing
Mar 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DELL Class C Common Stock Options Exercise +1.29M 1.29M Mar 3, 2024 Held through SL SPV-2, L.P. F1, F2, F3, F13
transaction DELL Class C Common Stock Options Exercise +1.32M 1.32M Mar 3, 2024 Held through Silver Lake Partners IV, L.P. F1, F2, F4, F13
transaction DELL Class C Common Stock Options Exercise +716K 716K Mar 3, 2024 Held through Silver Lake Partners V DE (AIV), L.P. F1, F2, F5, F13
transaction DELL Class C Common Stock Options Exercise +19.5K 19.5K Mar 3, 2024 Held through Silver Lake Technology Investors IV, L.P. F2, F6, F13
transaction DELL Class C Common Stock Options Exercise +8.78K 8.78K Mar 3, 2024 Held through Silver Lake Technology Investors V, L.P. F2, F7, F13
transaction DELL Class C Common Stock Options Exercise +488K +37.86% 1.78M Mar 4, 2024 Held through SL SPV-2, L.P. F1, F2, F3, F13
transaction DELL Class C Common Stock Options Exercise +501K +37.86% 1.82M Mar 4, 2024 Held through Silver Lake Partners IV, L.P. F1, F2, F4, F13
transaction DELL Class C Common Stock Options Exercise +271K +37.86% 987K Mar 4, 2024 Held through Silver Lake Partners V DE (AIV), L.P. F1, F2, F5, F13
transaction DELL Class C Common Stock Options Exercise +7.37K +37.86% 26.8K Mar 4, 2024 Held through Silver Lake Technology Investors IV, L.P. F2, F6, F13
transaction DELL Class C Common Stock Options Exercise +3.32K +37.86% 12.1K Mar 4, 2024 Held through Silver Lake Technology Investors V, L.P. F2, F7, F13
transaction DELL Class C Common Stock Sale -$108M -885K -49.86% $122.10 891K Mar 4, 2024 Held through SL SPV-2, L.P. F3, F13
transaction DELL Class C Common Stock Sale -$126M -1.03M -56.38% $122.10 795K Mar 4, 2024 Held through Silver Lake Partners IV, L.P. F4, F13
transaction DELL Class C Common Stock Sale -$64.5M -528K -53.54% $122.10 459K Mar 4, 2024 Held through Silver Lake Partners V DE (AIV), L.P. F5, F13
transaction DELL Class C Common Stock Sale -$2.38M -19.5K -72.54% $122.10 7.37K Mar 4, 2024 Held through Silver Lake Technology Investors IV, L.P. F6, F13
transaction DELL Class C Common Stock Sale -$1.07M -8.78K -72.54% $122.10 3.32K Mar 4, 2024 Held through Silver Lake Technology Investors V, L.P. F7, F13
transaction DELL Class C Common Stock Sale -$25M -201K -22.58% $124.46 690K Mar 4, 2024 Held through SL SPV-2, L.P. F3, F13, F16
transaction DELL Class C Common Stock Sale -$29M -233K -29.28% $124.46 562K Mar 4, 2024 Held through Silver Lake Partners IV, L.P. F4, F13, F16
transaction DELL Class C Common Stock Sale -$14.9M -120K -26.15% $124.46 339K Mar 4, 2024 Held through Silver Lake Partners V DE (AIV), L.P. F5, F13, F16
transaction DELL Class C Common Stock Sale -$550K -4.42K -60.01% $124.46 2.95K Mar 4, 2024 Held through Silver Lake Technology Investors IV, L.P. F6, F13, F16
transaction DELL Class C Common Stock Sale -$248K -1.99K -60.02% $124.46 1.33K Mar 4, 2024 Held through Silver Lake Technology Investors V, L.P. F7, F13, F16
transaction DELL Class C Common Stock Other -3.77K -7.17% 48.8K Mar 5, 2024 Held through SLTA SPV-2, L.P. F8, F13
transaction DELL Class C Common Stock Other -2.2K -7.07% 28.8K Mar 5, 2024 Held through Silver Lake Technology Associates V, L.P. F9, F13
holding DELL Class C Common Stock 1.18K Mar 3, 2024 Held through Silver Lake Technology Associates IV, L.P. F10, F13
holding DELL Class C Common Stock 212K Mar 3, 2024 Held through Silver Lake Group, L.L.C. F11, F13
holding DELL Class C Common Stock 1.47K Mar 3, 2024 See footnote F12
holding DELL Class C Common Stock 409K Mar 3, 2024 Direct F14
holding DELL Class C Common Stock 11.6K Mar 3, 2024 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 -1.29M -3.9% $0.00 31.8M Mar 3, 2024 Class C Common Stock 1.29M Held through SL SPV-2, L.P. F1, F2, F3, F13
transaction DELL Class B Common Stock Options Exercise $0 -1.32M -3.9% $0.00 32.6M Mar 3, 2024 Class C Common Stock 1.32M Held through Silver Lake Partners IV, L.P. F1, F2, F4, F13
transaction DELL Class B Common Stock Options Exercise $0 -716K -3.9% $0.00 17.6M Mar 3, 2024 Class C Common Stock 716K Held through Silver Lake Partners V DE (AIV), L.P. F1, F2, F5, F13
transaction DELL Class B Common Stock Options Exercise $0 -19.5K -3.9% $0.00 480K Mar 3, 2024 Class C Common Stock 19.5K Held through Silver Lake Technology Investors IV, L.P. F2, F6, F13
transaction DELL Class B Common Stock Options Exercise $0 -8.78K -3.9% $0.00 216K Mar 3, 2024 Class C Common Stock 8.78K Held through Silver Lake Technology Investors V, L.P. F2, F7, F13
transaction DELL Class B Common Stock Options Exercise $0 -488K -1.54% $0.00 31.3M Mar 4, 2024 Class C Common Stock 488K Held through SL SPV-2, L.P. F1, F2, F3, F13
transaction DELL Class B Common Stock Options Exercise $0 -501K -1.54% $0.00 32.1M Mar 4, 2024 Class C Common Stock 501K Held through Silver Lake Partners IV, L.P. F1, F2, F4, F13
transaction DELL Class B Common Stock Options Exercise $0 -271K -1.54% $0.00 17.4M Mar 4, 2024 Class C Common Stock 271K Held through Silver Lake Partners V DE (AIV), L.P. F1, F2, F5, F13
transaction DELL Class B Common Stock Options Exercise $0 -7.37K -1.54% $0.00 472K Mar 4, 2024 Class C Common Stock 7.37K Held through Silver Lake Technology Investors IV, L.P. F2, F6, F13
transaction DELL Class B Common Stock Options Exercise $0 -3.32K -1.54% $0.00 213K Mar 4, 2024 Class C Common Stock 3.32K Held through Silver Lake Technology Investors V, L.P. F2, F7, F13
* 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 sold certain shares on March 4, 2024 and initiated in-kind distributions on March 5, 2024 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. 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 March 3, 2024 and March 4, 2024, certain of the Reporting Persons 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 Represents a distribution by SLTA SPV of shares of Class C Common Stock to certain of its partners as an in-kind distribution. These securities were received in prior in-kind distributions from certain affiliates of SLTA SPV. Balance of shares held also includes additional shares of Class C Common Stock received in connection with pro rata distributions made by SPV-2 on March 5, 2024, which are being reported on a separate Form 4 filed on the date hereof. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
F9 Represents a distribution by SLTA V of shares of Class C Common Stock to certain of its partners as an in-kind distribution. These securities were received in prior in-kind distributions from certain affiliates of SLTA V. Balance of shares held also includes additional shares of Class C Common Stock received in connection with pro rata distributions made by SLP V on March 5, 2024, which are being reported on a separate Form 4 filed on the date hereof. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
F10 Reflects shares of Class C Common Stock received in connection with pro rata distributions made by SLP IV on March 5, 2024, which are being reported on a separate Form 4 filed on the date hereof. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
F11 Reflects shares held by Silver Lake Group, L.L.C. ("SLG"). Shares held includes additional shares of Class C Common Stock received in connection with pro rata distributions made by SPV-2, SLP IV and SLP V on March 5, 2024, which are being reported on a separate Form 4 filed on the date hereof. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
F12 These shares of Common Stock are held by entities in which Mr. Egon Durban may be deemed to have an indirect pecuniary interest, including shares received in connection with the pro rata distributions made by SPV-2, SLP IV and SLP V and their respective affiliates on March 5, 2024, which are being reported on a separate Form 4 filed on the date hereof. 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 shares in connection with the distributions of shares of Class C Common Stock on March 5, 2024, which are being reported on a separate Form 4 filed on the date hereof. 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, including shares received in connection with the distributions of shares of Class C Common Stock on March 5, 2024, which are being reported on a separate Form 4 filed on the date hereof. 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 $124.00 to $125.00, 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. Because no more than 30 transactions can be listed on each Table of the Form 4 filing, the Reporting Persons have filed a separate Form 4 reporting additional transactions.