Slta V (Gp), L.L.C. - Dec 6, 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.
Stock symbol
DELL
Transactions as of
Dec 6, 2024
Transactions value $
-$148,315,568
Form type
4
Date filed
12/9/2024, 08:00 PM
Previous filing
Dec 9, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DELL Class C Common Stock Options Exercise +682K +1066.51% 746K Dec 6, 2024 Held through SL SPV-2, L.P. F1, F2, F3, F11
transaction DELL Class C Common Stock Options Exercise +700K +1354.31% 752K Dec 6, 2024 Held through Silver Lake Partners IV, L.P. F1, F2, F4, F11
transaction DELL Class C Common Stock Options Exercise +379K +1162.5% 411K Dec 6, 2024 Held through Silver Lake Partners V DE (AIV), L.P. F1, F2, F5, F11
transaction DELL Class C Common Stock Options Exercise +10.3K 10.3K Dec 6, 2024 Held through Silver Lake Technology Investors IV, L.P. F1, F2, F6, F11
transaction DELL Class C Common Stock Options Exercise +4.64K 4.64K Dec 6, 2024 Held through Silver Lake Technology Investors V, L.P. F1, F2, F7, F11
transaction DELL Class C Common Stock Sale -$12M -97.7K -13.11% $123.00 648K Dec 6, 2024 Held through SL SPV-2, L.P. F3, F11
transaction DELL Class C Common Stock Sale -$13.9M -113K -14.99% $123.00 639K Dec 6, 2024 Held through Silver Lake Partners IV, L.P. F4, F11
transaction DELL Class C Common Stock Sale -$7.14M -58.1K -14.11% $123.00 353K Dec 6, 2024 Held through Silver Lake Partners V DE (AIV), L.P. F5, F11
transaction DELL Class C Common Stock Sale -$263K -2.14K -20.8% $123.00 8.16K Dec 6, 2024 Held through Silver Lake Technology Investors IV, L.P. F6, F11
transaction DELL Class C Common Stock Sale -$119K -966 -20.8% $123.00 3.68K Dec 6, 2024 Held through Silver Lake Technology Investors V, L.P. F7, F11
transaction DELL Class C Common Stock Sale -$30.7M -249K -38.39% $123.20 399K Dec 6, 2024 Held through SL SPV-2, L.P. F3, F11, F16
transaction DELL Class C Common Stock Sale -$35.3M -287K -44.87% $123.20 352K Dec 6, 2024 Held through Silver Lake Partners IV, L.P. F4, F11, F16
transaction DELL Class C Common Stock Sale -$18.2M -148K -41.81% $123.20 206K Dec 6, 2024 Held through Silver Lake Partners V DE (AIV), L.P. F5, F11, F16
transaction DELL Class C Common Stock Sale -$672K -5.45K -66.85% $123.20 2.7K Dec 6, 2024 Held through Silver Lake Technology Investors IV, L.P. F6, F11, F16
transaction DELL Class C Common Stock Sale -$303K -2.46K -66.86% $123.20 1.22K Dec 6, 2024 Held through Silver Lake Technology Investors V, L.P. F7, F11, F16
transaction DELL Class C Common Stock Sale -$10.7M -86K -21.55% $124.49 313K Dec 6, 2024 Held through SL SPV-2, L.P. F3, F11, F17
transaction DELL Class C Common Stock Sale -$12.3M -99.2K -28.14% $124.49 253K Dec 6, 2024 Held through Silver Lake Partners IV, L.P. F4, F11, F17
transaction DELL Class C Common Stock Sale -$6.36M -51.1K -24.85% $124.49 155K Dec 6, 2024 Held through Silver Lake Partners V DE (AIV), L.P. F5, F11, F17
transaction DELL Class C Common Stock Sale -$235K -1.89K -69.75% $124.49 818 Dec 6, 2024 Held through Silver Lake Technology Investors IV, L.P. F6, F11, F17
transaction DELL Class C Common Stock Sale -$106K -850 -69.73% $124.49 369 Dec 6, 2024 Held through Silver Lake Technology Investors V, L.P. F7, F11, F17
holding DELL Class C Common Stock 132K Dec 6, 2024 Held through SLTA SPV-2, L.P. F8, F11
holding DELL Class C Common Stock 79K Dec 6, 2024 Held through Silver Lake Technology Associates V, L.P. F9, F11
holding DELL Class C Common Stock 64.9K Dec 6, 2024 Held through Silver Lake Group, L.L.C. F10, F11
holding DELL Class C Common Stock 70.6K Dec 6, 2024 See footnote F12
holding DELL Class C Common Stock 3.46K Dec 6, 2024 See footnote F13
holding DELL Class C Common Stock 777K Dec 6, 2024 Direct F14
holding DELL Class C Common Stock 33.8K Dec 6, 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 -682K -2.7% $0.00 24.6M Dec 6, 2024 Class C Common Stock 682K Held through SL SPV-2, L.P. F1, F2, F3, F11
transaction DELL Class B Common Stock Options Exercise $0 -700K -2.7% $0.00 25.2M Dec 6, 2024 Class C Common Stock 700K Held through Silver Lake Partners IV, L.P. F1, F2, F4, F11
transaction DELL Class B Common Stock Options Exercise $0 -379K -2.7% $0.00 13.7M Dec 6, 2024 Class C Common Stock 379K Held through Silver Lake Partners V DE (AIV), L.P. F1, F2, F5, F11
transaction DELL Class B Common Stock Options Exercise $0 -10.3K -2.7% $0.00 371K Dec 6, 2024 Class C Common Stock 10.3K Held through Silver Lake Technology Investors IV, L.P. F2, F6, F11
transaction DELL Class B Common Stock Options Exercise $0 -4.64K -2.7% $0.00 167K Dec 6, 2024 Class C Common Stock 4.64K Held through Silver Lake Technology Investors V, L.P. F2, F7, F11
* 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 December 5, 2024 and December 6, 2024 and initiated in-kind distributions of shares of Class C Common Stock on December 9, 2024, which are being reported on a separate Form 4 filed on the date hereof. The receipt of shares of Class C Common Stock by each of the Reporting Persons in connection with such distributions 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 December 5, 2024 and December 6, 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 These shares of Class C Common Stock are held by SLTA SPV.
F9 These shares of Class C Common Stock are held by SLTA V.
F10 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 December 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 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.
F12 In connection with the distributions described in footnote (1) above, pro rata distributions of certain shares were initiated to certain employees and managing members of SLG or its affiliates, including Egon Durban. This amount reflects 12,989, 7,798 and 49,797 shares distributed in such distributions that are held by SLTA SPV-2, L.P., SLTA V and SLG, respectively, on behalf of such individuals, including Mr. Durban. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
F13 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 December 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.
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 December 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 December 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.
F16 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.755 to $123.740 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, 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 $124.00 to $124.998 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, 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.