SEC Form 4 · accession 0001123292-16-002744
Dell Technologies Inc. · DELL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David I Goulden
Officer — Pres., Enterprise Solutions
Period of report
Sep 14, 2016
Accepted (ET)
Sep 16, 2016 · 4:02 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 |
|---|---|---|---|---|---|---|---|---|
| Class C Common StockF1 | Sep 14, 2016 | A | 1,090,909 | $0.00 | A | 1,090,909 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options to Acquire Class C Common StockF3,F2 | $27.50 | Sep 14, 2016 | A | 245,674 | A | — | Sep 14, 2019 | Class C Common Stock | 245,674 | 245,674 | D |
Explanation of responses
- F1Represents a grant of 436,364 time-based and 654,545 performance-based restricted shares. The time-based restricted shares vest in three equal annual installments on the first, second and third anniversaries of the grant date contingent on the reporting person's continued service on each applicable vesting date. The performance-based restricted shares vest only if a specified performance measure relating to Dell Technologies Inc. ("Dell Technologies") is achieved.
- F2Of the options, 201,006 vest on February 1, 2017 and 44,668 vest on February 5, 2017 contingent on the reporting person's continued service on each applicable vesting date.
- F3Received in connection with Dell Technologies' acquisition of EMC Corporation ("EMC") by merger (the "Merger") in exchange for 245,674 restricted stock units granted by EMC that, absent the Merger, would have settled in shares of EMC common stock upon vesting. The reporting person also received for each restricted stock unit that was exchanged a deferred cash award having a cash value of $29.05, which was the closing price of a share of EMC common stock on the last trading day before the closing date of the Merger.