Sec Form 4 Filing - SLP Denali Co-Invest, L.P. @ Dell Technologies Inc - 2019-06-28

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 SLP Denali Co-Invest, 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) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 06/28/2019 (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 Class C Common Stock 06/28/2019 M( 1 )( 2 ) 17,650,820 A 17,650,820 I Held through SLP Denali Co-Invest, L.P. ( 3 ) ( 4 ) Class C Common Stock 07/02/2019 J( 1 ) 17,650,820 D $ 0 ( 1 ) 0 I Held through SLP Denali Co-Invest, L.P. ( 3 ) ( 4 )

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 ( 2 ) 06/28/2019 M( 1 )( 2 ) 17,650,820 ( 2 ) ( 2 ) Class C Common Stock 17,650,820 $ 0 ( 2 ) 17,650,821 I Held through SLP Denali Co-Invest, L.P. ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SLP Denali Co-Invest, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X SLP Denali Co-Invest GP, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X Signatures 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. 07/02/2019 Signature of Reporting Person Date 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. 07/02/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 27, 2019, the post-listing lockup period ended for certain shareholders of Dell Technologies Inc. (the "Issuer"). As a result, and as previously described in a Schedule 13D filed on February 19, 2019 by the Reporting Persons and certain of their affiliates, on July 2, 2019, SLP Denali Co-Invest, L.P. ("SLP Denali"), a co-invest vehicle holding common stock of the Issuer solely for the benefit of third party investors co-investing alongside the Silver Lake Partners funds, distributed half its interest, or 17,650,820 shares of Class C Common Stock, pro rata to its participants, who will now hold their shares of Class C Common Stock directly and who will have investment discretion over those shares going forward. The pro rata distribution to these co-investors did not involve any sale or distribution of shares of common stock of the Issuer by the Silver Lake Partners funds, who still retain their full interests. ( 2 )Each share of Class B Common Stock, par value $0.01 per share of the Issuer (the "Class B Common Stock") is convertible into one share of Class C Common Stock, par value $0.01 per share of the Issuer (the "Class C Common Stock") at any time, at the election of the holder or automatically upon certain transfers, and has no expiration date. On June 28, 2019, SLP Denali converted 17,650,820 shares of Class B Common Stock into 17,650,820 shares of Class C Common Stock in connection with the distribution described in footnote (1) above. SLP Denali continues to hold the remaining 17,650,821 shares of Class B Common Stock it previously held, and on or about January 2, 2020, pursuant to the terms of its limited partnership agreement, as amended, SLP Denali will distribute all remaining shares of the Issuer's common stock that it then owns pro rata to its participants. ( 3 )These securities are directly held by 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"). ( 4 )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. 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.

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).

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