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Filing Details

Accession Number:: 0000899243-24-000293
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-06-05 07:45:07
Reporting Period:: 2024-06-03

Accepted Time:: 2024-06-05 07:45:07
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1571996	Dell Technologies Inc.	DELL	Electronic Computers (3571)	800890963

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1735863	Silver Lake Technology Investors V, L.p.	C/O Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	Yes	No
1737652	Slta V (Gp), L.l.c.	C/O Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	Yes	No
1737657	Silver Lake Technology Associates V, L.p.	C/O Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	Yes	No
1737659	Silver Lake Partners V De (Aiv), L.p.	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	2024-06-03	202,515	$0.00	202,515	No	4	M	Indirect	Held through SL SPV-2, L.P.
Class C Common Stock	Acquisiton	2024-06-03	207,892	$0.00	207,892	No	4	M	Indirect	Held through Silver Lake Partners IV, L.P.
Class C Common Stock	Acquisiton	2024-06-03	112,531	$0.00	112,531	No	4	M	Indirect	Held through Silver Lake Partners V DE (AIV), L.P.
Class C Common Stock	Acquisiton	2024-06-03	3,059	$0.00	3,059	No	4	M	Indirect	Held through Silver Lake Technology Investors IV, L.P.
Class C Common Stock	Acquisiton	2024-06-03	1,379	$0.00	1,379	No	4	M	Indirect	Held through Silver Lake Technology Investors V, L.P.
Class C Common Stock	Disposition	2024-06-03	107,303	$132.04	95,212	No	4	S	Indirect	Held through SL SPV-2, L.P.
Class C Common Stock	Disposition	2024-06-03	131,763	$132.04	76,129	No	4	S	Indirect	Held through Silver Lake Partners IV, L.P.
Class C Common Stock	Disposition	2024-06-03	63,575	$132.04	48,956	No	4	S	Indirect	Held through Silver Lake Partners V DE (AIV), L.P.
Class C Common Stock	Disposition	2024-06-03	2,354	$132.04	705	No	4	S	Indirect	Held through Silver Lake Technology Investors IV, L.P.
Class C Common Stock	Disposition	2024-06-03	1,061	$132.04	318	No	4	S	Indirect	Held through Silver Lake Technology Investors V, L.P.
Class C Common Stock	Disposition	2024-06-03	553	$133.47	94,659	No	4	S	Indirect	Held through SL SPV-2, L.P.
Class C Common Stock	Disposition	2024-06-03	678	$133.47	75,451	No	4	S	Indirect	Held through Silver Lake Partners IV, L.P.
Class C Common Stock	Disposition	2024-06-03	328	$133.47	48,628	No	4	S	Indirect	Held through Silver Lake Partners V DE (AIV), L.P.
Class C Common Stock	Disposition	2024-06-03	11	$133.47	694	No	4	S	Indirect	Held through Silver Lake Technology Investors IV, L.P.
Class C Common Stock	Disposition	2024-06-03	6	$133.47	312	No	4	S	Indirect	Held through Silver Lake Technology Investors V, L.P.
Class C Common Stock	Disposition	2024-06-03	25,840	$134.22	68,819	No	4	S	Indirect	Held through SL SPV-2, L.P.
Class C Common Stock	Disposition	2024-06-03	31,731	$134.22	43,720	No	4	S	Indirect	Held through Silver Lake Partners IV, L.P.
Class C Common Stock	Disposition	2024-06-03	15,310	$134.22	33,318	No	4	S	Indirect	Held through Silver Lake Partners V DE (AIV), L.P.
Class C Common Stock	Disposition	2024-06-03	567	$134.22	127	No	4	S	Indirect	Held through Silver Lake Technology Investors IV, L.P.
Class C Common Stock	Disposition	2024-06-03	256	$134.22	56	No	4	S	Indirect	Held through Silver Lake Technology Investors V, L.P.
Class C Common Stock	Disposition	2024-06-04	308,248	$0.00	105,101	No	4	J	Indirect	Held through Silver Lake Group, L.L.C.

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	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 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	J	Indirect	Held through Silver Lake Group, L.L.C.

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	2024-06-03	202,515	$0.00	202,515	$0.00
Class C Common Stock	Class B Common Stock	Disposition	2024-06-03	207,892	$0.00	207,892	$0.00
Class C Common Stock	Class B Common Stock	Disposition	2024-06-03	112,531	$0.00	112,531	$0.00
Class C Common Stock	Class B Common Stock	Disposition	2024-06-03	3,059	$0.00	3,059	$0.00
Class C Common Stock	Class B Common Stock	Disposition	2024-06-03	1,379	$0.00	1,379	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
28,890,657	No	4	M	Indirect
29,657,710	No	4	M	Indirect
16,053,680	No	4	M	Indirect
436,364	No	4	M	Indirect
196,775	No	4	M	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class C Common Stock	103,190	Indirect	Held through SLTA SPV-2, L.P.
Class C Common Stock	60,975	Indirect	Held through Silver Lake Technology Associates V, L.P.
Class C Common Stock	3,595	Indirect	Held through Silver Lake Technology Associates IV, L.P.
Class C Common Stock	879	Indirect	See footnote
Class C Common Stock	806,352	Direct
Class C Common Stock	24,736	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 of Class C Common Stock, par value $0.01 per share ("Class C Common Stock") of Dell Technologies Inc. (the "Issuer") on June 3, 2024 and initiated in-kind distributions of shares of Class C Common Stock on June 4, 2024. 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 June 3, 2024 and June 4, 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.
These shares of Class C Common Stock are held by SLTA SPV, including shares received in connection with pro rata distributions made by SPV-2 on June 4, 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 Class C Common Stock are held by SLTA IV, including shares received in connection with pro rata distributions made by SLP IV on June 4, 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.
Reflects shares of Class C Common Stock received in connection with pro rata distributions made by SLP IV on June 4, 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 a distribution by Silver Lake Group, L.L.C. ("SLG") of shares of Class C Common Stock to certain of its partners as an in-kind distribution. These securities were received in prior in-kind distributions from certain affiliates of SLG. Balance of shares held also 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 June 4, 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 June 4, 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 June 4, 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 June 4, 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 $131.69 to $132.68, 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 $132.69 to $133.67, 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 $133.70 to $134.69, 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.