Statement of Changes in Beneficial Ownership (4)
September 09 2016 - 5:32PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
SLP Denali Co-Invest GP, L.L.C.
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2. Issuer Name
and
Ticker or Trading Symbol
Dell Technologies Inc
[
DVMT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/7/2016
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(Street)
MENLO PARK, CA 94025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Series B Common Stock
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9/7/2016
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D
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25454545
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D
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(1)
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0
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I
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Held through SLP Denali Co-Invest, L.P.
(2)
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class B Common Stock
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(4)
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9/7/2016
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A
(1)
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25454545
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(4)
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(4)
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Class C Common Stock
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25454545
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(1)
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25454545
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I
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Held through SLP Denali Co-Invest, L.P.
(2)
(3)
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Class B Common Stock
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(4)
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9/7/2016
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A
(5)
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9847096
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(4)
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(4)
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Class C Common Stock
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9847096
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$27.50
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35301641
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I
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Held through SLP Denali Co-Invest, L.P.
(2)
(3)
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Explanation of Responses:
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(
1)
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Pursuant 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").
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(
2)
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These 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 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").
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(
3)
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Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III 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 committee of SLTA III GP. Each of SLP Denali and SLP Denali GP may be deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that either 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.
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(
4)
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Each 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.
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(
5)
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Represents shares of Class B Common Stock purchased from the Issuer in connection with the Issuer's acquisition of EMC Corporation.
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Remarks:
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, SLTA III, SLTA III GP, SLG, Egon Durban and certain other affiliates of the Reporting Persons have filed a separate Form 4, in which the direct and indirect transactions of SLP Denali and SLP Denali GP are also reported, in addition to being reported on this Form 4.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SLP Denali Co-Invest GP, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
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X
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SLP Denali Co-Invest, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
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X
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Signatures
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By:/s/ Egon Durban, Managing Director, Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., general partner of Silver Lake Technology Associates III, L.P., managing member of SLP Denali Co-Invest GP, L.L.C.
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9/9/2016
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**
Signature of Reporting Person
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Date
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By:/s/ Egon Durban, Managing Director, Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., GP of Silver Lake Technology Associates III, L.P., managing member of SLP Denali Co-Invest GP, L.L.C., GP of SLP Denali Co-Invest, L.P.
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9/9/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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