Sec Form 4 Filing - Silver Lake Group, L.L.C. @ Dell Technologies Inc - 2019-02-14

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 Silver Lake Group, L.L.C. 2. Issuer Name and Ticker or Trading Symbol Dell Technologies Inc [ DELL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2775 SAND HILL ROAD, SUITE 100, 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2019 (Street) MENLO PARK, CA94025 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

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 B Common Stock ( 1 ) ( 2 ) ( 3 ) 02/14/2019 P( 1 ) 21,697,586 ( 3 ) ( 3 ) Class C Common Stock 21,697,586 $ 45.53 ( 1 ) 21,697,586 I Held through Silver Lake Partners V DE (AIV), L.P. ( 4 ) ( 9 ) Class B Common Stock ( 1 ) ( 2 ) ( 3 ) 02/14/2019 P( 1 ) 265,955 ( 3 ) ( 3 ) Class C Common Stock 265,955 $ 45.53 ( 1 ) 265,955 I Held through Silver Lake Technology Investors V, L.P. ( 5 ) ( 9 ) Class B Common Stock ( 1 ) ( 2 ) ( 3 ) ( 3 ) ( 3 ) Class C Common Stock 39,047,589 39,047,589 I Held through SL SPV-2, L.P. ( 6 ) ( 9 ) Class B Common Stock ( 1 ) ( 2 ) ( 3 ) ( 3 ) ( 3 ) Class C Common Stock 40,084,313 40,084,313 I Held through Silver Lake Partners IV, L.P. ( 7 ) ( 9 ) Class B Common Stock ( 1 ) ( 2 ) ( 3 ) ( 3 ) ( 3 ) Class C Common Stock 589,774 589,774 I Held through Silver Lake Technology Investors IV, L.P. ( 8 ) ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Silver Lake Group, L.L.C. 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X Durban Egon C/O SILVER LAKE PARTNERS, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X Signatures By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C. 02/19/2019 Signature of Reporting Person Date /s/ Egon Durban 02/19/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed in connection with a previously announced transfer of shares of Class B Common Stock ("Class B Common Stock") of Dell Technologies Inc. (the "Issuer") pursuant to which Silver Lake Partners V DE (AIV), L.P. ("SLP V") and its affiliated employee co-investment vehicle ("SLTI V", and collectively with SLP V, "Fund V") purchased $1.0 billion of Class B Common Stock from Silver Lake Partners III, L.P. ("SLP III") and its affiliated employee co-investment vehicle ("SLTI III" and collectively with SLP III, "Fund III"), at a price determined by reference to a volume weighted average price per share over a reference period of 15 trading days beginning on January 11, 2019, equal to $45.53 per share. Silver Lake Group, L.L.C. and Mr. Durban may be deemed to have acquired additional pecuniary interest in such shares in connection with Fund V's purchase as a result of their indirect interests in Fund V. ( 2 )Following the sale described above, a new entity, SL SPV-2, L.P. ("SPV-2") continues to hold 39,047,589 shares of Class B Common Stock on behalf of certain Fund III investors, Silver Lake Partners IV, L.P. and its affiliated employee co-investment vehicle (collectively, "Fund IV") continue to hold all of their existing interest in the Issuer (40,084,313 shares of Class B Common Stock and 589,774 shares of Class B Common Stock, respectively), and Silver Lake Partners V DE (AIV), L.P. and Silver Lake Technology Investors V, L.P. hold 21,697,586 and 265,955 shares of Class B Common Stock, respectively. An additional 35,301,641 additional shares of Class B Common Stock are held by a separate co-investor vehicle controlled by Silver Lake, in which the Reporting Persons have no pecuniary interest. ( 3 )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. ( 4 )These shares of Class B Common Stock are directly held by SLP V. The general partner of SLP V is Silver Lake Technology Associates V, L.P. ("SLTA V") and the general partner of SLTA V is SLTA V (GP), L.L.C. ("SLTA V GP"). ( 5 )These shares of Class B Common Stock are directly held by SLTI V. The general partner of SLTI V is SLTA V and the general partner of SLTA V is SLTA V GP. ( 6 )These shares of Class B Common Stock are directly held by SPV-2. The general partner of SPV-2 is SLTA SPV-2, L.P. ("SLTA SPV") and the general partner of SLTA SPV is SLTA SPV-2 (GP), L.L.C. ("SLTA SPV GP"). ( 7 )These shares of Class B Common Stock are directly held by Silver Lake Partners IV, L.P. The general partner of Silver Lake Partners IV, L.P. is Silver Lake Technology Associates IV, L.P. ("SLTA IV") and the general partner of SLTA IV is SLTA IV (GP), L.L.C. ("SLTA IV GP"). ( 8 )These shares of Class B Common Stock are directly held by Silver Lake Technology Investors IV, L.P. The general partner of Silver Lake Technology Investors IV, L.P. is SLTA IV and the general partner of SLTA IV is SLTA IV GP. ( 9 )Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA SPV GP, SLTA IV GP and SLTA V GP. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG. Each of the entities described herein may be deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that any of them is a director by deputization, that the Reporting Persons engaged in a transaction subject to Section 16 of the Securities Exchange Act of 1934, as amended (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.

Remarks: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

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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