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Filing Details

Accession Number:: 0000899243-24-000230
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-03-22 19:24:14
Reporting Period:: 2024-03-20

Accepted Time:: 2024-03-22 19:24:14
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1571996	Dell Technologies Inc.	DELL	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1418226	Silver Lake Group, L.l.c.	C/O Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	Yes	No
1552054	Silver Lake Partners Iv, L.p.	C/O Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	Yes	No
1651403	Egon Durban	C/O Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	No	No
1672565	Silver Lake Technology Investors Iv, L.p.	C/O Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	Yes	No
1672566	Silver Lake Technology Associates Iv, L.p.	C/O Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	Yes	No
1672568	Slta Iv (Gp), L.l.c.	C/O Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	Yes	No
1767114	Sl Spv-2, L.p.	C/O Silver Lake, 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	Yes	No
1767115	Slta Spv-2, L.p.	C/O Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	Yes	No
1767116	Slta Spv-2 (Gp), L.l.c.	C/O Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class C Common Stock	Acquisiton	2024-03-20	729,536	$0.00	822,668	No	4	M	Indirect	Held through SL SPV-2, L.P.
Class C Common Stock	Acquisiton	2024-03-20	748,906	$0.00	818,759	No	4	M	Indirect	Held through Silver Lake Partners IV, L.P.
Class C Common Stock	Acquisiton	2024-03-20	405,382	$0.00	448,519	No	4	M	Indirect	Held through Silver Lake Partners V DE (AIV), L.P.
Class C Common Stock	Acquisiton	2024-03-20	11,019	$0.00	11,019	No	4	M	Indirect	Held through Silver Lake Technology Investors IV, L.P.
Class C Common Stock	Acquisiton	2024-03-20	4,968	$0.00	4,968	No	4	M	Indirect	Held through Silver Lake Technology Investors V, L.P.
Class C Common Stock	Disposition	2024-03-20	502,596	$106.18	320,072	No	4	S	Indirect	Held through SL SPV-2, L.P.
Class C Common Stock	Disposition	2024-03-20	580,105	$106.18	238,654	No	4	S	Indirect	Held through Silver Lake Partners IV, L.P.
Class C Common Stock	Disposition	2024-03-20	301,312	$106.18	147,207	No	4	S	Indirect	Held through Silver Lake Partners V DE (AIV), L.P.
Class C Common Stock	Disposition	2024-03-20	11,019	$106.18	0	No	4	S	Indirect	Held through Silver Lake Technology Investors IV, L.P.
Class C Common Stock	Disposition	2024-03-20	4,968	$106.18	0	No	4	S	Indirect	Held through Silver Lake Technology Investors V, L.P.
Class C Common Stock	Acquisiton	2024-03-21	521,381	$0.00	841,453	No	4	M	Indirect	Held through SL SPV-2, L.P.
Class C Common Stock	Acquisiton	2024-03-21	535,223	$0.00	773,877	No	4	M	Indirect	Held through Silver Lake Partners IV, L.P.
Class C Common Stock	Acquisiton	2024-03-21	289,715	$0.00	436,922	No	4	M	Indirect	Held through Silver Lake Partners V DE (AIV), L.P.
Class C Common Stock	Acquisiton	2024-03-21	7,875	$0.00	7,875	No	4	M	Indirect	Held through Silver Lake Technology Investors IV, L.P.
Class C Common Stock	Acquisiton	2024-03-21	3,552	$0.00	3,552	No	4	M	Indirect	Held through Silver Lake Technology Investors V, L.P.
Class C Common Stock	Disposition	2024-03-21	358,957	$110.00	482,496	No	4	S	Indirect	Held through SL SPV-2, L.P.
Class C Common Stock	Disposition	2024-03-21	414,684	$110.00	359,193	No	4	S	Indirect	Held through Silver Lake Partners IV, L.P.
Class C Common Stock	Disposition	2024-03-21	214,932	$110.00	221,990	No	4	S	Indirect	Held through Silver Lake Partners V DE (AIV), L.P.
Class C Common Stock	Disposition	2024-03-21	7,875	$110.00	0	No	4	S	Indirect	Held through Silver Lake Technology Investors IV, L.P.
Class C Common Stock	Disposition	2024-03-21	3,552	$110.00	0	No	4	S	Indirect	Held through Silver Lake Technology Investors V, L.P.
Class C Common Stock	Disposition	2024-03-21	15,739	$113.33	317,039	No	4	S	Indirect	Held through Silver Lake Group, L.L.C.
Class C Common Stock	Disposition	2024-03-21	1,415	$113.33	596	No	4	S	Indirect	See footnote
Class C Common Stock	Disposition	2024-03-21	1,880	$114.00	315,159	No	4	S	Indirect	Held through Silver Lake Group, L.L.C.
Class C Common Stock	Disposition	2024-03-21	169	$114.00	427	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Indirect	Held through SL SPV-2, L.P.
No	4	M	Indirect	Held through Silver Lake Partners IV, L.P.
No	4	M	Indirect	Held through Silver Lake Partners V DE (AIV), L.P.
No	4	M	Indirect	Held through Silver Lake Technology Investors IV, L.P.
No	4	M	Indirect	Held through Silver Lake Technology Investors V, L.P.
No	4	S	Indirect	Held through SL SPV-2, L.P.
No	4	S	Indirect	Held through Silver Lake Partners IV, L.P.
No	4	S	Indirect	Held through Silver Lake Partners V DE (AIV), L.P.
No	4	S	Indirect	Held through Silver Lake Technology Investors IV, L.P.
No	4	S	Indirect	Held through Silver Lake Technology Investors V, L.P.
No	4	M	Indirect	Held through SL SPV-2, L.P.
No	4	M	Indirect	Held through Silver Lake Partners IV, L.P.
No	4	M	Indirect	Held through Silver Lake Partners V DE (AIV), L.P.
No	4	M	Indirect	Held through Silver Lake Technology Investors IV, L.P.
No	4	M	Indirect	Held through Silver Lake Technology Investors V, L.P.
No	4	S	Indirect	Held through SL SPV-2, L.P.
No	4	S	Indirect	Held through Silver Lake Partners IV, L.P.
No	4	S	Indirect	Held through Silver Lake Partners V DE (AIV), L.P.
No	4	S	Indirect	Held through Silver Lake Technology Investors IV, L.P.
No	4	S	Indirect	Held through Silver Lake Technology Investors V, L.P.
No	4	S	Indirect	Held through Silver Lake Group, L.L.C.
No	4	S	Indirect	See footnote
No	4	S	Indirect	Held through Silver Lake Group, L.L.C.
No	4	S	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class C Common Stock	Class B Common Stock	Disposition	2024-03-20	729,536	$0.00	729,536	$0.00
Class C Common Stock	Class B Common Stock	Disposition	2024-03-20	748,906	$0.00	748,906	$0.00
Class C Common Stock	Class B Common Stock	Disposition	2024-03-20	405,382	$0.00	405,382	$0.00
Class C Common Stock	Class B Common Stock	Disposition	2024-03-20	11,019	$0.00	11,019	$0.00
Class C Common Stock	Class B Common Stock	Disposition	2024-03-20	4,968	$0.00	4,968	$0.00
Class C Common Stock	Class B Common Stock	Disposition	2024-03-21	521,381	$0.00	521,381	$0.00
Class C Common Stock	Class B Common Stock	Disposition	2024-03-21	535,223	$0.00	535,223	$0.00
Class C Common Stock	Class B Common Stock	Disposition	2024-03-21	289,715	$0.00	289,715	$0.00
Class C Common Stock	Class B Common Stock	Disposition	2024-03-21	7,875	$0.00	7,875	$0.00
Class C Common Stock	Class B Common Stock	Disposition	2024-03-21	3,552	$0.00	3,552	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
29,818,414	No	4	M	Indirect
30,610,099	No	4	M	Indirect
16,569,206	No	4	M	Indirect
450,377	No	4	M	Indirect
203,095	No	4	M	Indirect
29,297,033	No	4	M	Indirect
30,074,876	No	4	M	Indirect
16,279,491	No	4	M	Indirect
442,502	No	4	M	Indirect
199,543	No	4	M	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class C Common Stock	77,503	Indirect	Held through SLTA SPV-2, L.P.
Class C Common Stock	45,752	Indirect	Held through Silver Lake Technology Associates V, L.P.
Class C Common Stock	2,507	Indirect	Held through Silver Lake Technology Associates IV, L.P.
Class C Common Stock	535,816	Direct
Class C Common Stock	15,385	Indirect	See footnote

Footnotes

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 on March 20, 2024 and March 21, 2024 and initiated in-kind distributions on March 22, 2024 of Class C Common Stock, par value $0.01 per share ("Class C Common Stock") of Dell Technologies Inc. (the "Issuer") to their respective partners and members. 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.
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 March 20, 2024 and March 21, 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.
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").
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").
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").
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.
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.
Reflects shares held by SLTA SPV, including shares received in connection with the pro rata distribution made by SPV-2 described above, which is being reported on a separate Form 4 filed on the date hereof. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
Reflects shares held by SLTA V, including shares received in connection with the pro rata distribution made by SLP V described above, which is being reported on a separate Form 4 filed on the date hereof. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
Reflects shares held by SLTA IV, including shares received in connection with the pro rata distribution made by SLP IV described above, which is being reported on a separate Form 4 filed on the date hereof. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
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 March 22, 2024, which are being reported on a separate Form 4 filed on the date hereof. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
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 March 22, 2024, which are being reported on a separate Form 4 filed on the date hereof. 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.
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.
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 March 22, 2024, which are being reported on a separate Form 4 filed on the date hereof. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
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 March 22, 2024, which are being reported on a separate Form 4 filed on the date hereof. 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.92 to $113.82, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.95 to $114.04, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.