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)
12/05/2024

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	12/05/2024		M⁽¹⁾⁽²⁾		222,213	A	⁽¹⁾⁽²⁾	222,213	I	Held through SL SPV-2, L.P.⁽³⁾⁽¹¹⁾
Class C Common Stock	12/05/2024		M⁽¹⁾⁽²⁾		228,113	A	⁽¹⁾⁽²⁾	228,113	I	Held through Silver Lake Partners IV, L.P.⁽⁴⁾⁽¹¹⁾
Class C Common Stock	12/05/2024		M⁽¹⁾⁽²⁾		123,477	A	⁽¹⁾⁽²⁾	123,477	I	Held through Silver Lake Partners V DE (AIV), L.P.⁽⁵⁾⁽¹¹⁾
Class C Common Stock	12/05/2024		M⁽¹⁾⁽²⁾		3,356	A	⁽¹⁾⁽²⁾	3,356	I	Held through Silver Lake Technology Investors IV, L.P.⁽⁶⁾⁽¹¹⁾
Class C Common Stock	12/05/2024		M⁽¹⁾⁽²⁾		1,514	A	⁽¹⁾⁽²⁾	1,514	I	Held through Silver Lake Technology Investors V, L.P.⁽⁷⁾⁽¹¹⁾
Class C Common Stock	12/05/2024		S		99,631	D	$125.68⁽¹⁶⁾	122,582	I	Held through SL SPV-2, L.P.⁽³⁾⁽¹¹⁾
Class C Common Stock	12/05/2024		S		111,056	D	$125.68⁽¹⁶⁾	117,057	I	Held through Silver Lake Partners IV, L.P.⁽⁴⁾⁽¹¹⁾
Class C Common Stock	12/05/2024		S		57,208	D	$125.68⁽¹⁶⁾	66,269	I	Held through Silver Lake Partners V DE (AIV), L.P.⁽⁵⁾⁽¹¹⁾
Class C Common Stock	12/05/2024		S		2,113	D	$125.68⁽¹⁶⁾	1,243	I	Held through Silver Lake Technology Investors IV, L.P.⁽⁶⁾⁽¹¹⁾
Class C Common Stock	12/05/2024		S		953	D	$125.68⁽¹⁶⁾	561	I	Held through Silver Lake Technology Investors V, L.P.⁽⁷⁾⁽¹¹⁾
Class C Common Stock	12/05/2024		S		44,097	D	$126.44⁽¹⁷⁾	78,485	I	Held through SL SPV-2, L.P.⁽³⁾⁽¹¹⁾
Class C Common Stock	12/05/2024		S		49,154	D	$126.44⁽¹⁷⁾	67,903	I	Held through Silver Lake Partners IV, L.P.⁽⁴⁾⁽¹¹⁾
Class C Common Stock	12/05/2024		S		25,321	D	$126.44⁽¹⁷⁾	40,948	I	Held through Silver Lake Partners V DE (AIV), L.P.⁽⁵⁾⁽¹¹⁾
Class C Common Stock	12/05/2024		S		935	D	$126.44⁽¹⁷⁾	308	I	Held through Silver Lake Technology Investors IV, L.P.⁽⁶⁾⁽¹¹⁾
Class C Common Stock	12/05/2024		S		422	D	$126.44⁽¹⁷⁾	139	I	Held through Silver Lake Technology Investors V, L.P.⁽⁷⁾⁽¹¹⁾
Class C Common Stock	12/05/2024		S		14,549	D	$127.26⁽¹⁸⁾	63,936	I	Held through SL SPV-2, L.P.⁽³⁾⁽¹¹⁾
Class C Common Stock	12/05/2024		S		16,217	D	$127.26⁽¹⁸⁾	51,686	I	Held through Silver Lake Partners IV, L.P.⁽⁴⁾⁽¹¹⁾
Class C Common Stock	12/05/2024		S		8,354	D	$127.26⁽¹⁸⁾	32,594	I	Held through Silver Lake Partners V DE (AIV), L.P.⁽⁵⁾⁽¹¹⁾
Class C Common Stock	12/05/2024		S		308	D	$127.26⁽¹⁸⁾	0	I	Held through Silver Lake Technology Investors IV, L.P.⁽⁶⁾⁽¹¹⁾
Class C Common Stock	12/05/2024		S		139	D	$127.26⁽¹⁸⁾	0	I	Held through Silver Lake Technology Investors V, L.P.⁽⁷⁾⁽¹¹⁾
Class C Common Stock								132,253	I	Held through SLTA SPV-2, L.P.⁽⁸⁾⁽¹¹⁾
Class C Common Stock								79,021	I	Held through Silver Lake Technology Associates V, L.P.⁽⁹⁾⁽¹¹⁾
Class C Common Stock								64,924	I	Held through Silver Lake Group, L.L.C.⁽¹⁰⁾⁽¹¹⁾
Class C Common Stock								70,584	I	See footnote⁽¹²⁾
Class C Common Stock								3,463	I	See footnote⁽¹³⁾
Class C Common Stock								777,347	D⁽¹⁴⁾
Class C Common Stock								33,844	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⁾	12/05/2024		M⁽¹⁾⁽²⁾			222,213	⁽²⁾	⁽²⁾	Class C Common Stock	222,213	$0	25,260,189	I	Held through SL SPV-2, L.P.⁽³⁾⁽¹¹⁾
Class B Common Stock	⁽²⁾	12/05/2024		M⁽¹⁾⁽²⁾			228,113	⁽²⁾	⁽²⁾	Class C Common Stock	228,113	$0	25,930,852	I	Held through Silver Lake Partners IV, L.P.⁽⁴⁾⁽¹¹⁾
Class B Common Stock	⁽²⁾	12/05/2024		M⁽¹⁾⁽²⁾			123,477	⁽²⁾	⁽²⁾	Class C Common Stock	123,477	$0	14,036,336	I	Held through Silver Lake Partners V DE (AIV), L.P.⁽⁵⁾⁽¹¹⁾
Class B Common Stock	⁽²⁾	12/05/2024		M⁽²⁾			3,356	⁽²⁾	⁽²⁾	Class C Common Stock	3,356	$0	381,529	I	Held through Silver Lake Technology Investors IV, L.P.⁽⁶⁾⁽¹¹⁾
Class B Common Stock	⁽²⁾	12/05/2024		M⁽²⁾			1,514	⁽²⁾	⁽²⁾	Class C Common Stock	1,514	$0	172,047	I	Held through Silver Lake Technology Investors V, L.P.⁽⁷⁾⁽¹¹⁾

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 December 5, 2024 and December 6, 2024 and initiated in-kind distributions of shares of Class C Common Stock on December 9, 2024, which are being reported on a separate Form 4 filed on the date hereof. The receipt of shares of Class C Common Stock by each of the Reporting Persons in connection with such distributions was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

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 December 5, 2024 and December 6, 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.

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. These shares of Class C Common Stock are held by SLTA SPV.

9. These shares of Class C Common Stock are held by SLTA V.

10. 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 December 9, 2024. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

11. 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.

12. In connection with the distributions described in footnote (1) above, pro rata distributions of certain shares were initiated to certain employees and managing members of SLG or its affiliates, including Egon Durban. This amount reflects 12,989, 7,798 and 49,797 shares distributed in such distributions that are held by SLTA SPV-2, L.P., SLTA V and SLG, respectively, on behalf of such individuals, including Mr. Durban. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

13. 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 December 9, 2024. 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.

14. 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 December 9, 2024. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.

15. 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 December 9, 2024. 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.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.060 to $126.000 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, 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 $126.001 to $127.000 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.002 to $127.750 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, 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. Because no more than 30 transactions can be listed on each Table of the Form 4 filing, the Reporting Persons have filed a separate Form 4 reporting additional transactions.

	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.	12/09/2024
	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.	12/09/2024
	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	12/09/2024
	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.	12/09/2024
	** Signature of Reporting Person	Date
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Dell (DELL) Form 4Change in insider ownership