Initial Statement of Beneficial Ownership (3)
December 26 2018 - 4:40PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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
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MSD Partners, L.P.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
12/26/2018
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3. Issuer Name
and
Ticker or Trading Symbol
Dell Technologies Inc [DELL]
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(Last)
(First)
(Middle)
645 FIFTH AVENUE, 21ST FLOOR
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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5. 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
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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 A Common Stock
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(1)
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(1)
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Class C Common Stock
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33449504
(2)
(3)
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(1)
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D
(2)
(3)
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Explanation of Responses:
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(1)
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Each share of Class A Common Stock beneficially owned by the reporting persons is convertible into one share of Class C Common Stock at any time at the holder's election.
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(2)
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This statement is jointly filed by and on behalf of each of MSD Partners, L.P. ("MSD Partners"), MSDC Denali Investors, L.P. ("MSDC Denali Investors") and MSDC Denali EIV, LLC ("MSDC Denali EIV"). The shares shown as beneficially owned consist of 31,856,436 shares of Class A Common Stock owned of record by MSDC Denali Investors and 1,593,068 shares of Class A Common Stock owned of record by MSDC Denali EIV. [Cont'd]
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(3)
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[Continuation] MSD Partners is the investment manager of, and may be deemed to beneficially own securities owned by, MSDC Denali Investors and MSDC Denali EIV. MSD Partners (GP), LLC ("MSD GP") is the general partner of, and may be deemed to beneficially own securities owned by, MSD Partners. Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of MSD GP and may be deemed to have or share voting and/or dispositive power over the securities beneficially owned by MSD GP. Each of Messrs. Fuhrman, Phelan and Lisker disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.
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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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MSD Partners, L.P.
645 FIFTH AVENUE, 21ST FLOOR
NEW YORK, NY 10022
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X
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MSDC Denali Investors, L.P.
645 FIFTH AVENUE, 21ST FLOOR
NEW YORK, NY 10022
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X
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MSDC Denali EIV, LLC
645 FIFTH AVENUE, 21ST FLOOR
NEW YORK, NY 10022
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X
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Signatures
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MSD Partners, L.P.
By: MSD Partners (GP), LLC, its
General Partner
By: /s/ Marc R. Lisker
Name: Marc R. Lisker
Title: Manager
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12/26/2018
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**
Signature of Reporting Person
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Date
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MSDC Denali Investors, L.P.
By: MSDC Denali (GP), LLC, its
General Partner
By: /s/ Marc R. Lisker
Name: Marc R. Lisker
Title: Manager
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12/26/2018
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**
Signature of Reporting Person
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Date
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MSDC Denali EIV, LLC
By: MSDC Denali (GP), LLC, its
Managing Member
By: /s/ Marc R. Lisker
Name: Marc R. Lisker
Title: Manager
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12/26/2018
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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 5(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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