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^*

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

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

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)
03/19/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Common Stock	03/19/2024		M⁽¹⁾⁽²⁾		291,950	A	⁽¹⁾⁽²⁾	294,198	I	Held through SL SPV-2, L.P.⁽³⁾⁽¹³⁾
Class C Common Stock	03/19/2024		M⁽¹⁾⁽²⁾		299,700	A	⁽¹⁾⁽²⁾	301,965	I	Held through Silver Lake Partners IV, L.P.⁽⁴⁾⁽¹³⁾
Class C Common Stock	03/19/2024		M⁽¹⁾⁽²⁾		162,227	A	⁽¹⁾⁽²⁾	163,613	I	Held through Silver Lake Partners V DE (AIV), L.P.⁽⁵⁾⁽¹³⁾
Class C Common Stock	03/19/2024		M⁽²⁾		4,409	A	⁽²⁾	4,409	I	Held through Silver Lake Technology Investors IV, L.P.⁽⁶⁾⁽¹³⁾
Class C Common Stock	03/19/2024		M⁽²⁾		1,989	A	⁽²⁾	1,989	I	Held through Silver Lake Technology Investors V, L.P.⁽⁷⁾⁽¹³⁾
Class C Common Stock	03/19/2024		S		98,505	D	$107.5⁽¹⁶⁾	195,693	I	Held through SL SPV-2, L.P.⁽³⁾⁽¹³⁾
Class C Common Stock	03/19/2024		S		113,714	D	$107.5⁽¹⁶⁾	188,251	I	Held through Silver Lake Partners IV, L.P.⁽⁴⁾⁽¹³⁾
Class C Common Stock	03/19/2024		S		59,023	D	$107.5⁽¹⁶⁾	104,590	I	Held through Silver Lake Partners V DE (AIV), L.P.⁽⁵⁾⁽¹³⁾
Class C Common Stock	03/19/2024		S		2,160	D	$107.5⁽¹⁶⁾	2,249	I	Held through Silver Lake Technology Investors IV, L.P.⁽⁶⁾⁽¹³⁾
Class C Common Stock	03/19/2024		S		974	D	$107.5⁽¹⁶⁾	1,015	I	Held through Silver Lake Technology Investors V, L.P.⁽⁷⁾⁽¹³⁾
Class C Common Stock	03/19/2024		S		102,561	D	$108.39⁽¹⁷⁾	93,132	I	Held through SL SPV-2, L.P.⁽³⁾⁽¹³⁾
Class C Common Stock	03/19/2024		S		118,398	D	$108.39⁽¹⁷⁾	69,853	I	Held through Silver Lake Partners IV, L.P.⁽⁴⁾⁽¹³⁾
Class C Common Stock	03/19/2024		S		61,453	D	$108.39⁽¹⁷⁾	43,137	I	Held through Silver Lake Partners V DE (AIV), L.P.⁽⁵⁾⁽¹³⁾
Class C Common Stock	03/19/2024		S		2,249	D	$108.39⁽¹⁷⁾	0	I	Held through Silver Lake Technology Investors IV, L.P.⁽⁶⁾⁽¹³⁾
Class C Common Stock	03/19/2024		S		1,015	D	$108.39⁽¹⁷⁾	0	I	Held through Silver Lake Technology Investors V, L.P.⁽⁷⁾⁽¹³⁾
Class C Common Stock								54,922	I	Held through SLTA SPV-2, L.P.⁽⁸⁾⁽¹³⁾
Class C Common Stock								32,443	I	Held through Silver Lake Technology Associates V, L.P.⁽⁹⁾⁽¹³⁾
Class C Common Stock								1,464	I	Held through Silver Lake Technology Associates IV, L.P.⁽¹⁰⁾⁽¹³⁾
Class C Common Stock								238,065	I	Held through Silver Lake Group, L.L.C.⁽¹¹⁾⁽¹³⁾
Class C Common Stock								1,584	I	See footnote⁽¹²⁾
Class C Common Stock								435,849	D⁽¹⁴⁾
Class C Common Stock								12,376	I	See footnote⁽¹⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽²⁾	03/19/2024		M⁽¹⁾⁽²⁾			291,950	⁽²⁾	⁽²⁾	Class C Common Stock	291,950	$0.00	30,547,950	I	Held through SL SPV-2, L.P.⁽³⁾⁽¹³⁾
Class B Common Stock	⁽²⁾	03/19/2024		M⁽¹⁾⁽²⁾			299,700	⁽²⁾	⁽²⁾	Class C Common Stock	299,700	$0.00	31,359,005	I	Held through Silver Lake Partners IV, L.P.⁽⁴⁾⁽¹³⁾
Class B Common Stock	⁽²⁾	03/19/2024		M⁽¹⁾⁽²⁾			162,227	⁽²⁾	⁽²⁾	Class C Common Stock	162,227	$0.00	16,974,588	I	Held through Silver Lake Partners V DE (AIV), L.P.⁽⁵⁾⁽¹³⁾
Class B Common Stock	⁽²⁾	03/19/2024		M⁽²⁾			4,409	⁽²⁾	⁽²⁾	Class C Common Stock	4,409	$0.00	461,396	I	Held through Silver Lake Technology Investors IV, L.P.⁽⁶⁾⁽¹³⁾
Class B Common Stock	⁽²⁾	03/19/2024		M⁽²⁾			1,989	⁽²⁾	⁽²⁾	Class C Common Stock	1,989	$0.00	208,063	I	Held through Silver Lake Technology Investors V, L.P.⁽⁷⁾⁽¹³⁾

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

94025

(City)

(State)

(Zip)

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

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Silver Lake Partners V DE (AIV), L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Silver Lake Technology Investors V, L.P.

(Last)

(First)

(Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. 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 March 19, 2024.

2. 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 19, 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 sales described in footnote (1) above.

3. 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").

4. 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").

5. 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").

6. 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.

7. 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.

8. Reflects shares held by SLTA SPV.

9. Reflects shares held by SLTA V.

10. Reflects shares held by SLTA IV.

11. Reflects shares held by Silver Lake Group, L.L.C. ("SLG").

12. These shares of Common Stock are held by entities in which Mr. Egon Durban may be deemed to have an indirect pecuniary interest.

13. 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.

14. Represents shares of Class C Common Stock held by Mr. Egon Durban.

15. Represents shares of Class C Common Stock beneficially owned indirectly by Mr. Durban through a trust for the benefit of certain family members.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.00 to $107.99, 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.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.00 to $108.88, 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.

Remarks:

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4.

	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.	03/20/2024
	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.	03/20/2024
	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., general partner of Silver Lake Partners V DE (AIV), LP	03/20/2024
	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., gen. partner of Silver Lake Technology Associates V, L.P., gen. partner of Silver Lake Technology Investors V, L.P.	03/20/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Dell (DELL) Form 4Change in insider ownership