SEC Form 4 · accession 0000899243-16-028768
Dell Technologies Inc. · DELL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Silver Lake Partners III LP
Director
Silver Lake Group, L.L.C.
Director
SLTA III (GP), L.L.C.
Director
Silver Lake Partners IV, L.P.
Director
Egon Durban
Director
SLTA IV (GP), L.L.C.
Director
Period of report
Sep 7, 2016
Accepted (ET)
Sep 9, 2016 · 5:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001571996
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Series B Common StockF1,F2,F7 | Sep 7, 2016 | D | 42,424,800 | — | D | 0 | I | Held through Silver Lake Partners III, L.P. |
| Series B Common StockF1,F3,F7 | Sep 7, 2016 | D | 28,669,091 | — | D | 0 | I | Held through Silver Lake Partners IV, L.P. |
| Series B Common StockF1,F4,F7 | Sep 7, 2016 | D | 25,454,545 | — | D | 0 | I | Held through SLP Denali Co-Invest, L.P. |
| Series B Common StockF1,F5,F7 | Sep 7, 2016 | D | 1,211,564 | — | D | 0 | I | Held through Silver Lake Technology Investors III, L.P. |
| Series B Common StockF1,F6,F7 | Sep 7, 2016 | D | 421,818 | — | D | 0 | I | Held through Silver Lake Technology Investors IV, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F2,F7,F8 | — | Sep 7, 2016 | A | 42,424,800 | A | — | — | Class C Common Stock | 42,424,800 | 42,424,800 | I |
| Class B Common StockF1,F3,F7,F8 | — | Sep 7, 2016 | A | 28,669,091 | A | — | — | Class C Common Stock | 28,669,091 | 28,669,091 | I |
| Class B Common StockF1,F4,F7,F8 | — | Sep 7, 2016 | A | 25,454,545 | A | — | — | Class C Common Stock | 25,454,545 | 25,454,545 | I |
| Class B Common StockF1,F5,F7,F8 | — | Sep 7, 2016 | A | 1,211,564 | A | — | — | Class C Common Stock | 1,211,564 | 1,211,564 | I |
| Class B Common StockF1,F6,F7,F8 | — | Sep 7, 2016 | A | 421,818 | A | — | — | Class C Common Stock | 421,818 | 421,818 | I |
| Class B Common StockF2,F7,F8 | — | Sep 7, 2016 | A | 16,892,356 | A | — | — | Class C Common Stock | 16,892,356 | 59,317,156 | I |
| Class B Common StockF3,F7,F8 | — | Sep 7, 2016 | A | 11,415,222 | A | — | — | Class C Common Stock | 11,415,222 | 40,084,313 | I |
| Class B Common StockF4,F7,F8 | — | Sep 7, 2016 | A | 9,847,096 | A | — | — | Class C Common Stock | 9,847,096 | 35,301,641 | I |
| Class B Common StockF5,F7,F8 | — | Sep 7, 2016 | A | 482,410 | A | — | — | Class C Common Stock | 482,410 | 1,693,974 | I |
| Class B Common StockF6,F7,F8 | — | Sep 7, 2016 | A | 167,956 | A | — | — | Class C Common Stock | 167,956 | 589,774 | I |
Explanation of responses
- F1Pursuant to a reclassification exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rules 16b-3 and 16b-7 promulgated thereunder, each share of Series B Common Stock, par value $0.01 per share, was automatically reclassified into one share of Class B Common Stock, par value $0.01 per share upon the filing and effectiveness of the Fourth Amended and Restated Certificate of Incorporation of Dell Technologies Inc. (the "Issuer").
- F2These securities are directly held by Silver Lake Partners III, L.P. ("SLP III"). The general partner of SLP III is Silver Lake Technology Associates III, L.P. ("SLTA III"), and the general partner of SLTA III is SLTA III (GP), L.L.C. ("SLTA III GP").
- F3These securities are directly held by Silver Lake Partners IV, L.P. ("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").
- F4These securities are directly held by SLP Denali Co-Invest, L.P. ("SLP Denali"). The general partner of SLP Denali is SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"). The managing member of SLP Denali GP is SLTA III, and the general partner of SLTA III is SLTA III GP.
- F5These securities are directly held by Silver Lake Technology Investors III, L.P. ("SLTI III"). The general partner of SLTI III is SLTA III, and the general partner of SLTA III is SLTA III GP.
- F6These securities are directly held by Silver Lake Technology Investors IV, L.P. ("SLTI IV"). The general partner of SLTI IV is SLTA IV, and the general partner of SLTA IV is SLTA IV GP.
- F7Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP and SLTA IV GP. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG and as a member of the investment committees of SLTA III GP and SLTA IV GP. Each of SLP III, SLTI III, SLTA III, SLTA III GP, SLP IV, SLTI IV, SLTA IV, SLTA IV GP and SLG may be deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that any of them is a director by deputization nor that the Reporting Persons are otherwise subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
- F8Each share of Class B Common Stock is convertible into one share of Class C Common Stock at any time, at the election of the holder, and has no expiration date.
- F9Represents shares of Class B Common Stock purchased from the Issuer in connection with the Issuer's acquisition of EMC Corporation.
Remarks
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. As required, this Form 4 reports all direct and indirect transactions of the Reporting Persons, including those of SLP Denali and SLP Denali GP, which are not included as Reporting Persons on this Form 4, because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system. SLP Denali and SLP Denali GP have filed a separate Form 4, in which the direct and indirect transactions of those entities are separately reported, in addition to being reported on this Form 4.