Sec Form 4 Filing - MSD Partners, L.P. @ Dell Technologies Inc - 2019-06-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MSD Partners, L.P. 2. Issuer Name and Ticker or Trading Symbol Dell Technologies Inc [ DELL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 645 FIFTH AVENUE, 21ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/24/2019 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class C Common Stock 06/24/2019 C( 1 ) 33,449,504 ( 1 ) ( 2 ) A $ 0 ( 1 ) ( 3 ) 33,449,504 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class A Common Stock $ 0 ( 3 ) 06/24/2019 C 33,449,504 ( 3 ) ( 3 ) Class C Common Stock 33,449,504 $ 0 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MSD Partners, L.P. 645 FIFTH AVENUE, 21ST FLOOR NEW YORK, NY10022 X MSDC Denali Investors, L.P. 645 FIFTH AVENUE, 21ST FLOOR NEW YORK, NY10022 X MSDC Denali EIV, LLC 645 FIFTH AVENUE, 21ST FLOOR NEW YORK, NY10022 X Signatures MSD Partners, L.P. By: MSD Partners (GP), LLC, its General Partner By: /s/ Marc R. LiskerName: Marc R. LiskerTitle: Manager 06/26/2019 Signature of Reporting Person Date MSDC Denali Investors, L.P. By: MSDC Denali (GP), LLC, its General Partner By: /s/ Marc R. LiskerName: Marc R. LiskerTitle: Manager 06/26/2019 Signature of Reporting Person Date MSDC Denali EIV, LLC By: MSDC Denali (GP), LLC, its Managing Member By: /s/ Marc R. LiskerName: Marc R. LiskerTitle: Manager 06/26/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 reported transaction represents the conversion of each of (a) 31,856,436 shares of Class A Common Stock held of record by MSDC Denali Investors and (b) 1,593,068 shares of Class A Common Stock held of record by MSDC Denali EIV into an equal number of shares of Class C Common Stock. Each share of Class C Common Stock bears the same dividend and liquidation rights as one share of Class A Common Stock. The reported transaction does not represent a sale by the reporting persons. ( 2 )[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. ( 3 )Each share of Class A Common Stock is convertible into one share of Class C Common Stock at any time at the holder's election.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** 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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