Home > Insider Trading > Filing (0001209191-11-011902)

Filing Details

Accession Number:: 0001209191-11-011902
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-02-23 12:00:00
Reporting Period:: 2011-02-22

Filing Date:: 2011-02-23
Accepted Time:: 2011-02-23 14:11:42
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1253955	Compellent Technologies Inc	CML	Services-Prepackaged Software (7372)	371434895

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
826083	Dell Inc	One Dell Way Round Rock TX 78682		No	No	Yes	No
1476297	L.l.c. International Dell	One Dell Way Round Rock TX 78682		No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2011-02-22	31,667,458	$27.75	0	No	4	P	Indirect	by Dell International L.L.C.
Common Stock	Disposition	2011-02-22	342,884	$27.75	342,884	No	4	J	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	by Dell International L.L.C.
No	4	J	Direct

Footnotes

As of December 12, 2010, Dell International L.L.C., a direct, wholly-owned subsidiary of Dell Inc. ("Dell International"), and Dell Trinity Holdings Corp., a direct, wholly-owned subsidiary of Dell International ("Merger Sub"), entered into an Agreement and Plan of Merger (as amended, the "Merger Agreement") with Compellent Technologies, Inc. ("Compellent"), pursuant to which, effective February 22, 2011, Merger Sub was merged with and into Compellent with Compellent surviving the merger as a direct, wholly-owned subsidiary of Dell International and an indirect, wholly-owned subsidiary of Dell Inc. (the "Merger"). (continued on footnote 2.)
Concurrently with the Merger, all of Compellent's shares of outstanding common stock (other than any such shares held by Compellent, Dell, Merger Sub or any of their respective wholly-owned subsidiaries or by stockholders of Compellent who validly exercised their appraisal rights under Delaware law) were cancelled and converted into the right to receive $27.75 in cash.
Based on 32,010,342 shares of Compellent common stock, as reported by Compellent on Form 8-K to be outstanding as of February 22, 2011, minus 342,884 such shares already owned by the reporting persons, as described in note 4 below.
As previously reported, prior to entering into the Merger Agreement, Dell Inc. purchased 342,884 shares of Compellent common stock in the open market pursuant to a 10b5-1 Plan. In the Merger, said 342,884 shares remained issued and outstanding and no consideration was paid (or will be payable) in respect thereof.