Dell (DELL) Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Silver Lake Technology Associates V, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dell Technologies Inc. [ DELL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class C Common Stock	12/28/2023		J(1)		3,769	D	$0.00(1)	3,769	I	Held through SLTA SPV-2, L.P.(2)(4)
Class C Common Stock	12/28/2023		J(1)		2,195	D	$0.00(1)	2,195	I	Held through Silver Lake Technology Associates V, L.P.(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Silver Lake Technology Associates V, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SLTA SPV-2, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SLTA SPV-2 (GP), L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SLTA V (GP), L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Lake Group, L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Represents a distribution by SLTA SPV-2, L.P. ("SLTA SPV") and Silver Lake Technology Associates V, L.P. ("SLTA V") of shares of Class C Common Stock, par value $0.01 per share ("Class C Common Stock") of Dell Technologies Inc. (the "Issuer") to certain of their respective partners as an in-kind distribution. These securities were received in prior in-kind distributions from certain affiliates of SLTA SPV and SLTA V. Investment funds affiliated with SLTA SPV and SLTA V which hold securities of the Issuer are not distributing or selling any securities of the Issuer at this time.

2. These securities are directly held by SLTA SPV. The general partner of SLTA SPV is SLTA SPV-2 (GP), L.L.C. ("SLTA SPV GP").

3. These securities are directly held by SLTA V. The general partner of SLTA V is SLTA V (GP), L.L.C. ("SLTA V GP").

4. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA SPV 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. SLG may be deemed a director by deputization of the Issuer.

Remarks:

Not included on this Form 4 are an aggregate of 90,633,679 shares of the Issuer's Class B Common Stock, par value $0.01 per share, held by investment funds affiliated with SLG, which are convertible into shares of Class C Common Stock on a one-for-one basis at any time at the holder's election, and additional shares of Class C Common Stock held by Egon Durban or affiliated investment vehicles. This filing shall not be deemed an admission that the Reporting Persons are the beneficial owner of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and the Reporting Persons disclaim beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

	By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA SPV-2 (GP), L.L.C., general partner of SLTA SPV-2, L.P.	12/29/2023
	By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., general partner of Silver Lake Technology Associates V, L.P.	12/29/2023
	By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA SPV-2 (GP), L.L.C.	12/29/2023
	By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C.	12/29/2023
	By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C.	12/29/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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