Item 1(a). | Name of Issuer: |
The name of the issuer is Dell Technologies Inc. (the “Issuer”).
Item 1(b). | Address of Issuer’s Principal Executive Offices: |
The Issuer’s principal executive offices are located at One Dell Way, Round Rock, Texas 78682.
Item 2(a). | Name of Person Filing: |
This Amendment No. 1 to Schedule 13G is being filed by Michael S. Dell (the “Reporting Person”).
The shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of the Issuer and the shares of Class C common stock, par value $0.01 per share (the “Class C Common Stock”), of the Issuer reflected in Item 4 exclude in each case 32,890,896 shares of Class A Common Stock beneficially owned by Susan Lieberman Dell Separate Property Trust and Susan L. Dell, which the Reporting Person may be deemed to beneficially own.
Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The address of the principal business office of the Reporting Person is One Dell Way, Round Rock, Texas 78682.
The Reporting Person is a citizen of the United States.
Item 2(d). | Title of Class of Securities: |
Class C Common Stock, par value $0.01 per share
24703L 202
Item 3. | If this statement is filed pursuant to§§240.13d-1(b) or240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
(a) | Amount beneficially owned (1): |
351,386,322
57.9%
(1) | Reflects (a) 350,834,081 shares of Class A Common Stock and (b) 552,241 shares of Class C Common Stock held of record by the Reporting Person. Under the Fifth Amended and Restated Certificate of Incorporation of the Issuer, at any time and from time to time, any holder of Class A Common Stock has the right to convert all or any of the shares of Class A Common Stock held by such holder into shares of Class C Common Stock on aone-to-one basis. Assumes the conversion of the Class A Common Stock referred to above into shares of Class C Common Stock. |
(2) | Reflects (a) 350,834,081 shares of Class A Common Stock and (b) 552,241 shares of Class C Common Stock held of record by the Reporting Person. The percentage of class shown is based on 256,517,973 shares of Class C Common Stock issued and outstanding as of February 6, 2020, as provided by the Issuer, and assumes the conversion of the Class A Common Stock referred to above into shares of Class C Common Stock. |
3 of 5