SLTA V (GP), L.L.C. - 08 Jul 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., managing member of SLTA V (GP), L.L.C.
Issuer symbol
DELL
Transactions as of
08 Jul 2024
Net transactions value
-$291,340,000
Form type
4
Filing time
10 Jul 2024, 20:09:45 UTC
Previous filing
08 Jul 2024
Next filing
12 Jul 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DELL Class C Common Stock Options Exercise +523,024 +1826% 551,665 08 Jul 2024 Held through SL SPV-2, L.P. F1, F2, F3, F13
transaction DELL Class C Common Stock Options Exercise +536,910 +8558% 543,184 08 Jul 2024 Held through Silver Lake Partners IV, L.P. F1, F2, F4, F13
transaction DELL Class C Common Stock Options Exercise +290,629 +2060% 304,740 08 Jul 2024 Held through Silver Lake Partners V DE (AIV), L.P. F1, F2, F5, F13
transaction DELL Class C Common Stock Options Exercise +7,900 7,900 08 Jul 2024 Held through Silver Lake Technology Investors IV, L.P.( F1, F2, F6, F13
transaction DELL Class C Common Stock Options Exercise +3,563 3,563 08 Jul 2024 Held through Silver Lake Technology Investors V, L.P. F1, F2, F7, F13
transaction DELL Class C Common Stock Sale $52,321,641 -361,637 -66% $144.68 190,028 08 Jul 2024 Held through SL SPV-2, L.P. F3, F13
transaction DELL Class C Common Stock Sale $59,938,898 -414,286 -76% $144.68 128,898 08 Jul 2024 Held through Silver Lake Partners IV, L.P. F4, F13
transaction DELL Class C Common Stock Sale $30,760,994 -212,614 -70% $144.68 92,126 08 Jul 2024 Held through Silver Lake Partners V DE (AIV), L.P. F5, F13
transaction DELL Class C Common Stock Sale $1,142,972 -7,900 -100% $144.68 0 08 Jul 2024 Held through Silver Lake Technology Investors IV, L.P. F6, F13
transaction DELL Class C Common Stock Sale $515,495 -3,563 -100% $144.68 0 08 Jul 2024 Held through Silver Lake Technology Investors V, L.P. F7, F13
transaction DELL Class C Common Stock Other -190,028 -100% 0 09 Jul 2024 Held through SL SPV-2, L.P. F1, F2, F3, F13
transaction DELL Class C Common Stock Other -128,898 -100% 0 09 Jul 2024 Held through Silver Lake Partners IV, L.P. F1, F2, F4, F13
transaction DELL Class C Common Stock Other -92,126 -100% 0 09 Jul 2024 Held through Silver Lake Partners V DE (AIV), L.P. F1, F2, F5, F13
transaction DELL Class C Common Stock Options Exercise +522,809 522,809 09 Jul 2024 Held through SL SPV-2, L.P. F1, F2, F3, F13
transaction DELL Class C Common Stock Options Exercise +536,690 536,690 09 Jul 2024 Held through Silver Lake Partners IV, L.P. F1, F2, F4, F13
transaction DELL Class C Common Stock Options Exercise +290,510 290,510 09 Jul 2024 Held through Silver Lake Partners V DE (AIV), L.P. F1, F2, F5, F13
transaction DELL Class C Common Stock Options Exercise +7,897 7,897 09 Jul 2024 Held through Silver Lake Technology Investors IV, L.P.( F1, F2, F6, F13
transaction DELL Class C Common Stock Options Exercise +3,561 3,561 09 Jul 2024 Held through Silver Lake Technology Investors V, L.P. F1, F2, F7, F13
transaction DELL Class C Common Stock Sale $53,001,897 -361,393 -69% $146.66 161,416 09 Jul 2024 Held through SL SPV-2, L.P. F3, F13
transaction DELL Class C Common Stock Sale $60,825,182 -414,736 -77% $146.66 121,954 09 Jul 2024 Held through Silver Lake Partners IV, L.P. F4, F13
transaction DELL Class C Common Stock Sale $31,152,491 -212,413 -73% $146.66 78,097 09 Jul 2024 Held through Silver Lake Partners V DE (AIV), L.P. F5, F13
transaction DELL Class C Common Stock Sale $1,158,174 -7,897 -100% $146.66 0 09 Jul 2024 Held through Silver Lake Technology Investors IV, L.P. F6, F13
transaction DELL Class C Common Stock Sale $522,256 -3,561 -100% $146.66 0 09 Jul 2024 Held through Silver Lake Technology Investors V, L.P. F7, F13
holding DELL Class C Common Stock 128,808 08 Jul 2024 Held through SLTA SPV-2, L.P. F8, F13
holding DELL Class C Common Stock 76,204 08 Jul 2024 Held through Silver Lake Technology Associates V, L.P. F9, F13
holding DELL Class C Common Stock 4,661 08 Jul 2024 Held through Silver Lake Technology Associates IV, L.P. F10, F13
holding DELL Class C Common Stock 201,170 08 Jul 2024 Held through Silver Lake Group, L.L.C. F11, F13
holding DELL Class C Common Stock 1,329 08 Jul 2024 See footnote F12
holding DELL Class C Common Stock 770,369 08 Jul 2024 Direct F14
holding DELL Class C Common Stock 27,971 08 Jul 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 -523,024 -2% $0.000000 26,005,211 08 Jul 2024 Class C Common Stock 523,024 Held through SL SPV-2, L.P. F1, F2, F3, F13
transaction DELL Class B Common Stock Options Exercise $0 -536,910 -2% $0.000000 26,695,655 08 Jul 2024 Class C Common Stock 536,910 Held through Silver Lake Partners IV, L.P. F1, F2, F4, F13
transaction DELL Class B Common Stock Options Exercise $0 -290,629 -2% $0.000000 14,450,323 08 Jul 2024 Class C Common Stock 290,629 Held through Silver Lake Partners V DE (AIV), L.P. F1, F2, F5, F13
transaction DELL Class B Common Stock Options Exercise $0 -7,900 -2% $0.000000 392,782 08 Jul 2024 Class C Common Stock 7,900 Held through Silver Lake Technology Investors IV, L.P. F2, F6, F13
transaction DELL Class B Common Stock Options Exercise $0 -3,563 -2% $0.000000 177,122 08 Jul 2024 Class C Common Stock 3,563 Held through Silver Lake Technology Investors V, L.P. F2, F7, F13
transaction DELL Class B Common Stock Options Exercise $0 -522,809 -2% $0.000000 25,482,402 09 Jul 2024 Class C Common Stock 522,809 Held through SL SPV-2, L.P. F1, F2, F3, F13
transaction DELL Class B Common Stock Options Exercise $0 -536,690 -2% $0.000000 26,158,965 09 Jul 2024 Class C Common Stock 536,690 Held through Silver Lake Partners IV, L.P. F1, F2, F4, F13
transaction DELL Class B Common Stock Options Exercise $0 -290,510 -2% $0.000000 14,159,813 09 Jul 2024 Class C Common Stock 290,510 Held through Silver Lake Partners V DE (AIV), L.P. F1, F2, F5, F13
transaction DELL Class B Common Stock Options Exercise $0 -7,897 -2% $0.000000 384,885 09 Jul 2024 Class C Common Stock 7,897 Held through Silver Lake Technology Investors IV, L.P. F2, F6, F13
transaction DELL Class B Common Stock Options Exercise $0 -3,561 -2% $0.000000 173,561 09 Jul 2024 Class C Common Stock 3,561 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 of Class C Common Stock, par value $0.01 per share ("Class C Common Stock") of Dell Technologies Inc. (the "Issuer") on July 8, 2024 and July 9, 2024 and initiated in-kind distributions of shares of Class C Common Stock on July 9, 2024. 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 8, 2024 and July 9, 2024 and, 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 These shares of Class C Common Stock are held by SLTA SPV, including shares received in connection with pro rata distributions made by SPV-2 on July 9, 2024. 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 are held by SLTA V, including shares received in connection with pro rata distributions made by SLP V on July 9, 2024 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 are held by SLTA IV, including shares received in connection with pro rata distributions made by SLP IV on July 9, 2024. 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 July 9, 2024. 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 July 9, 2024. 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 July 9, 2024. 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 July 9, 2024. 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.

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.