Page 3 of 7 – SEC Filing
Explanatory Note
This Amendment No. 5 (the Amendment No. 5) amends the statement on Schedule 13D originally filed by Silver Lake Partners III, L.P.,
Silver Lake Technology Investors III, L.P., SLP Denali Co-Invest, L.P., SLP Denali Co-Invest GP, L.L.C., Silver Lake Technology Associates III, L.P., SLTA III (GP),
L.L.C., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., Silver Lake Technology Associates IV, L.P., SLTA IV (GP), L.L.C. and Silver Lake Group, L.L.C. (collectively, the Reporting Persons) on September 19,
2016, as amended by Amendment No. 1 to the Schedule 13D filed on November 7, 2016, Amendment No. 2 to the Schedule 13D filed on December 16, 2016, Amendment No. 3 to the Schedule 13D filed on December 22, 2016 and
Amendment No. 4 to the Schedule 13D filed on February 15, 2017 (as so amended, the Schedule 13D). The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as
specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.
The Class A Common Stock of the Issuer reported as beneficially owned in the Schedule 13D is directly held by EMC Corporation (EMC) or its
wholly-owned subsidiary, EMC Equity Assets LLC (EMC Sub). As described further below, EMC is a wholly-owned subsidiary of Dell Inc., which is indirectly wholly-owned by Dell Technologies Inc. (Dell Technologies). Dell
Technologies is owned by investors including certain of the Reporting Persons, Michael S. Dell, a separate property trust for the benefit of Mr. Dells wife and funds affiliated with MSD Partners, L.P. This Amendment is being filed to
report the entry by Dell Technologies into a stock purchase agreement with the Issuer pursuant to which EMC Sub will sell to the Issuer, and the Issuer will purchase for cash from EMC Sub, shares of Class A Common Stock of the Issuer.
| Item 4. | Purpose of the Transaction. |
Item 4 is hereby amended and supplemented by adding the following paragraph
at the end thereof:
The information set forth in Item 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item
6 is hereby amended and supplemented by adding the following paragraphs at the end thereof:
March 2017 Stock Purchase Agreement
On March 29, 2017, Dell Technologies entered into a stock purchase agreement by and among Dell Technologies, EMC Sub, an indirect wholly-owned subsidiary
of Dell Technologies, and the Issuer (the March 2017 Stock Purchase Agreement), pursuant to which EMC Sub will sell to the Issuer, and the Issuer will purchase for cash from EMC Sub, $300 million of Class A Common Stock. Dell
Technologies expects to apply the proceeds from the sale to the repurchase of shares of Dell Class V Common Stock, but may use such proceeds for other purposes.
Under the terms of the March 2017 Stock Purchase Agreement, the Issuer will receive delivery of Class A Common Stock with a value of approximately
$240 million on the sale date in exchange for payment of $300 million in cash in an initial closing scheduled to occur on April 5, 2017, with the remainder of the Class A Common Stock to be delivered at a later date in a second
closing expected to occur in the second quarter of the 2018 fiscal year of Dell Technologies. The total number of shares of Class A Common Stock to be purchased by the Issuer under the March 2017 Stock Purchase Agreement will be based on the
volume-weighted average per share price of the Class A Common Stock as reported on the New York Stock Exchange during a specified reference period, less a discount of 3.5% from that volume-weighted average per share price, and subject to
adjustment in certain circumstances.
The foregoing summary of the March 2017 Stock Purchase Agreement is qualified in its entirety by reference to the
complete text of the agreement, a copy of which is filed as an exhibit hereto and incorporated by reference herein.
| Item 7. | Material to be filed as Exhibits. |
Item 7 is hereby amended and supplemented by adding the following at
the end thereof:
| D. | Stock Purchase Agreement, dated as of March 29, 2017, among Dell Technologies Inc., EMC Equity Assets LLC and VMware, Inc., incorporated by reference to Exhibit 10.1 to VMware, Inc.s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 30, 2017. | |
