Dell (DELL) Form 4 Dell / MICHAEL S DELL ownership change

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^*

DELL MICHAEL S

(Last) (First) (Middle)

ONE DELL WAY

(Street)

ROUND ROCK TX 78682

(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
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2019

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

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

X	Form filed by One Reporting Person
	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

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
Option to Acquire Class A Common Stock	$13.75	12/11/2019		M(1)			7,700,000	(1)	11/25/2023	Class A Common Stock	7,700,000	$0	3,209,091	D
Class A Common Stock	$0(2)	12/11/2019		M(1)		7,700,000		(2)	(2)	Class C Common Stock	7,700,000	$0(2)	347,624,990	D
Class A Common Stock	$0(2)							(2)	(2)	Class C Common Stock	32,890,896		32,890,896	I	By Susan Lieberman Dell Separate Property Trust(3)

Explanation of Responses:

1. On December 11, 2019, the reporting person exercised in part, for cash, a stock option (the "option") awarded to him under the Stock Option Agreement, dated as of November 25, 2013, between the reporting person and the issuer, for 7,700,000 shares of Dell Technologies Inc. Class A common stock. As of that date, the option was fully vested, and the remaining 3,209,091 shares underlying the option may be purchased at any time prior to the expiration of the option. The reporting person continues to hold the 7,700,000 shares after the partial exercise of the option.

2. Each share of Class A common stock beneficially owned by the reporting person is convertible into one share of Class C common stock at any time at the holder's election.

3. The reporting person disclaims beneficial ownership of these securities for purposes of Rule 16a-1(a)(1) and (2) under the Securities Exchange Act of 1934, and neither the filing of this statement nor anything herein shall be deemed an admission that he is, for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose, the beneficial owner of the securities.

Remarks:

	/s/ Robert Potts, Attorney-in-Fact	12/13/2019
	** 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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