Dell Technologies Inc. - 03 Feb 2025 Form 4 Insider Report for SecureWorks Corp

Role
10%+ Owner
Signature
Dell Technologies Inc. /s/ Christopher A. Garcia, Senior Vice President and Assistant Corporate Secretary
Issuer symbol
N/A
Transactions as of
03 Feb 2025
Net transactions value
$0
Form type
4
Filing time
05 Feb 2025, 16:27:25 UTC
Previous filing
02 Nov 2021
SEC
View on sec.gov

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 SCWX Class B Common Stock Disposition pursuant to a tender of shares in a change of control transaction -70,000,000 -100% 0 03 Feb 2025 Class A Common Stock 70,000,000 See footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Dell Technologies Inc. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Each share of Class B common stock, par value $0.01 per share (the "Class B Common Stock") of SecureWorks Corp. (the "Company") is convertible into one share of Class A common stock, par value $0.01 per share (the "Class A Common Stock") of the Company at any time, at the holder's option, and has no expiration date.
F2 On February 3, 2025, SecureWorks Corp. (the "Issuer") completed the previously announced transaction with Sophos Inc., pursuant to the Agreement and Plan of Merger dated as of October 21, 2024 (the "Merger Agreement"), whereby Sophos Inc. indirectly acquired the Issuer (the "Merger"). In connection with the Merger, each share of Class B Common Stock of the Issuer was canceled and converted into the right to receive an amount in cash equal to $8.50, without interest and less any applicable withholding taxes.
F3 The shares of Class B common stock are directly owned by Dell Marketing L.P. ("DMLP"). DMLP's sole general partner is Dell Marketing GP L.L.C., which is wholly owned by Dell Marketing Corporation, which in turn is indirectly wholly owned by Dell Technologies Inc. through its directly and indirectly held wholly owned subsidiaries Denali Intermediate Inc., Dell Inc. and Dell International L.L.C.