SEC Form 4 · accession 0001123292-16-002683
Dell Technologies Inc. · DELL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael S Dell
Officer — Chief Executive Officer · Director
Period of report
Sep 1, 2016
Accepted (ET)
Sep 7, 2016 · 6:19 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 A Common Stock | Sep 1, 2016 | P | 836,364 | $27.50 | A | 261,355,504 | D | |
| Series A Common StockF1 | Sep 7, 2016 | D | 261,355,504 | — | D | 0 | D | |
| Series A Common StockF1,F2 | Sep 7, 2016 | D | 24,551,291 | — | D | 0 | I | By Susan Lieberman Dell Separate Property Trust |
| Series C Common StockF1 | Sep 7, 2016 | D | 32,575 | — | D | 0 | D | |
| Class C Common StockF1 | Sep 7, 2016 | A | 32,575 | — | A | 32,575 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F3 | — | Sep 7, 2016 | A | 261,355,504 | A | — | — | Class C Common Stock | 261,355,504 | 261,355,504 | D |
| Class A Common StockF3 | — | Sep 7, 2016 | A | 78,569,486 | A | — | — | Class C Common Stock | 78,569,486 | 339,924,990 | D |
| Class A Common StockF1,F2,F3 | — | Sep 7, 2016 | A | 24,551,291 | A | — | — | Class C Common Stock | 24,551,291 | 24,551,291 | I |
| Class A Common StockF2,F3 | — | Sep 7, 2016 | A | 8,339,605 | A | — | — | Class C Common Stock | 8,339,605 | 32,890,896 | I |
| Options to Acquire Series A Common StockF1,F5 | $13.75 | Sep 7, 2016 | D | 10,909,091 | D | — | Nov 25, 2023 | Series A Common Stock | 10,909,091 | 0 | D |
| Options to Acquire Class A Common StockF1,F5 | $13.75 | Sep 7, 2016 | A | 10,909,091 | A | — | Nov 25, 2023 | Class A Common Stock | 10,909,091 | 10,909,091 | D |
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 A common stock was automatically reclassified as and became one share of Class A common stock and each share of Series C common stock was automatically reclassified as and became one share of Class C common stock.
- F2The reporting person disclaims beneficial ownership of these securities for purposes of Rule 16a-1(a)(1) and (2) under the Exchange Act, 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 Exchange Act or for any other purpose, the beneficial owner of the securities.
- F3Each 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.
- F4Represents shares of Class A common stock purchased from the issuer in connection with the issuer's acquisition of EMC Corporation.
- F5The options vest in five equal annual installments during a vesting period that began on 11/25/2013.