Sec Form 4 Filing - Silver Lake Group, L.L.C. @ Dell Technologies Inc. - 2021-06-28

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 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) C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 06/28/2021 (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 06/28/2021 M( 1 )( 2 ) 2,432,665 A 2,432,665 I Held through SL SPV-2, L.P. ( 3 ) ( 14 ) Class C Common Stock 06/28/2021 M( 1 )( 2 ) 2,497,253 A 2,497,253 I Held through Silver Lake Partners IV, L.P. ( 4 ) ( 14 ) Class C Common Stock 06/28/2021 M( 1 )( 2 ) 1,351,760 A 1,351,760 I Held through Silver Lake Partners V DE (AIV), L.P. ( 5 ) ( 14 ) Class C Common Stock 06/28/2021 M 36,743 A 36,743 I Held through Silver Lake Technology Investors IV, L.P. ( 6 ) ( 14 ) Class C Common Stock 06/28/2021 M 16,569 A 16,569 I Held through Silver Lake Technology Investors V, L.P. ( 7 ) ( 14 ) Class C Common Stock 06/30/2021 J( 1 ) 2,432,665 D 0 I Held through SL SPV-2, L.P. ( 3 ) ( 14 ) Class C Common Stock 06/30/2021 J( 1 ) 2,497,253 D 0 I Held through Silver Lake Partners IV, L.P. ( 4 ) ( 14 ) Class C Common Stock 06/30/2021 J( 1 ) 1,351,760 D 0 I Held through Silver Lake Partners V DE (AIV), L.P. ( 5 ) ( 14 ) Class C Common Stock 06/30/2021 S 27,147 D $ 99.8147 ( 17 ) 9,596 I Held through Silver Lake Technology Investors IV, L.P. ( 6 ) ( 14 ) Class C Common Stock 06/30/2021 S 12,242 D $ 99.8147 ( 17 ) 4,327 I Held through Silver Lake Technology Investors V, L.P. ( 7 ) ( 14 ) Class C Common Stock 06/30/2021 S 32,632 D $ 99.8147 ( 17 ) 11,535 ( 8 ) I Held through SLTA SPV-2, L.P. ( 8 ) ( 14 ) Class C Common Stock 06/30/2021 S 9,376 D $ 99.8147 ( 17 ) 3,314 ( 9 ) I Held through Silver Lake Technology Associates V, L.P. ( 9 ) ( 14 ) Class C Common Stock 06/30/2021 S 94,246 D $ 99.8147 ( 17 ) 33,314 ( 10 ) I Held through Silver Lake Group, L.L.C. ( 11 ) ( 14 ) Class C Common Stock 06/30/2021 S 1,892 D $ 99.8147 ( 17 ) 669 ( 12 ) I See footnote ( 12 ) Class C Common Stock 06/30/2021 S 494 D $ 99.8147 ( 17 ) 174 ( 12 ) I See footnote ( 13 ) Class C Common Stock 113,628 D ( 15 ) Class C Common Stock 3,840 I ( 16 ) See footnote ( 16 )

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 ) 06/28/2021 M( 1 )( 2 ) 2,432,665 ( 2 ) ( 2 ) Class C Common Stock 2,432,665 $ 0 36,614,924 I Held through SL SPV-2, L.P. ( 3 ) ( 14 ) Class B Common Stock ( 2 ) 06/28/2021 M( 1 )( 2 ) 2,497,253 ( 2 ) ( 2 ) Class C Common Stock 2,497,253 $ 0 37,587,060 I Held through Silver Lake Partners IV, L.P. ( 4 ) ( 14 ) Class B Common Stock ( 2 ) 06/28/2021 M( 1 )( 2 ) 1,351,760 ( 2 ) ( 2 ) Class C Common Stock 1,351,760 $ 0 20,345,826 I Held through Silver Lake Partners V DE (AIV), L.P. ( 5 ) ( 14 ) Class B Common Stock ( 2 ) 06/28/2021 M 36,743 ( 2 ) ( 2 ) Class C Common Stock 36,743 $ 0 553,031 I Held through Silver Lake Technology Investors IV, L.P. ( 6 ) ( 14 ) Class B Common Stock ( 2 ) 06/28/2021 M 16,569 ( 2 ) ( 2 ) Class C Common Stock 16,569 $ 0 249,386 I Held through Silver Lake Technology Investors V, L.P. ( 7 ) ( 14 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Silver Lake Group, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X SLTA IV (GP), L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X Silver Lake Technology Associates IV, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X Silver Lake Partners IV, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X Silver Lake Technology Investors IV, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X SLTA SPV-2 (GP), L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X SLTA SPV-2, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X SL SPV-2, L.P. C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X X Durban Egon C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X Signatures By: /s/ Egon Durban; Egon Durban, Co-CEO of Silver Lake Group, L.L.C. 06/30/2021 Signature of Reporting Person Date By: /s/ Egon Durban; Egon Durban, Co-CEO of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C. 06/30/2021 Signature of Reporting Person Date By: /s/ Egon Durban; Egon Durban, Co-CEO of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P. 06/30/2021 Signature of Reporting Person Date By: /s/ Egon Durban; Egon Durban, Co-CEO of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P., general partner of Silver Lake Partners IV, L.P. 06/30/2021 Signature of Reporting Person Date By: /s/ Egon Durban; Egon Durban, Co-CEO of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., GP of Silver Lake Technology Associates IV, L.P., general partner of Silver Lake Technology Investors IV, L.P. 06/30/2021 Signature of Reporting Person Date By: /s/ Egon Durban; Egon Durban, Co-CEO of Silver Lake Group, L.L.C.,., managing member of SLTA SPV-2 (GP), L.L.C. 06/30/2021 Signature of Reporting Person Date By: /s/ Egon Durban; Egon Durban, Co-CEO of Silver Lake Group, L.L.C., managing member of SLTA SPV-2 (GP), L.L.C., general partner of SLTA SPV-2, L.P. 06/30/2021 Signature of Reporting Person Date By: /s/ Egon Durban; Egon Durban, Co-CEO of Silver Lake Group, L.L.C., managing member of SLTA SPV-2 (GP), L.L.C., general partner of SLTA SPV-2, L.P., general partner of SL SPV-2, L.P. 06/30/2021 Signature of Reporting Person Date /s/ Egon Durban 06/30/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )SL SPV-2, L.P. ("SPV-2"), Silver Lake Partners IV, L.P. ("SLP IV") and Silver Lake Partners V DE (AIV), L.P. ("SLP V") and certain of their respective affiliates distributed shares of Class C Common Stock, par value $0.01 per share ("Class C Common Stock") of Dell Technologies Inc. (the "Issuer") to their respective partners and members as in-kind distributions. The receipt of shares of Class C Common Stock by each of the Reporting Persons was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. ( 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 at any time, at the election of the holder or automatically upon certain transfers, and has no expiration date. On June 28, 2021, SPV-2, SLP IV and SLP V converted shares of Class B Common Stock into an equal number of shares of Class C Common Stock in connection with the distributions described in footnote (1) above. ( 3 )These securities 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"). ( 4 )These securities are directly held by SLP IV. The general partner of SLP IV 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"). ( 5 )These securities 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"). ( 6 )These securities 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. ( 7 )These securities are directly held by Silver Lake Technology Investors V, L.P.. The general partner of Silver Lake Technology Investors V, L.P. is SLTA V and the general partner of SLTA V is SLTA V GP. ( 8 )These shares of Class C Common Stock were received by SLTA SPV in connection with the pro rata distribution made by SPV-2 described above. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. ( 9 )These shares of Class C Common Stock were received by SLTA V in connection with the pro rata distribution made by SLP V described above. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. ( 10 )These shares of Class C Common Stock were received by Silver Lake Group, L.L.C. ("SLG") in connection with the pro rata distributions made by SPV-2, SLP IV and SLP V and their respective affiliates described above. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. ( 11 )These securities are directly owned by SLG. ( 12 )These shares of Common Stock were received indirectly by Mr. Egon Durban through his indirect interest in an entity in which he may be deemed to have a pecuniary interest, in connection with the pro rata distributions made by SPV-2, SLP IV and SLP V and their respective affiliates described above. The receipt of such shares of Common Stock indirectly by Mr. Durban was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. ( 13 )These shares of Common Stock were received by entities in which Mr. Egon Durban may be deemed to have an indirect pecuniary interest, in connection with the pro rata distributions made by SPV-2, SLP IV and SLP V and their respective affiliates described above. The receipt of such shares of Common Stock indirectly by Mr. Durban was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. ( 14 )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 Co-CEO and Managing Partner of SLG. Each of the reporting persons may be deemed a director by deputization of the Issuer. ( 15 )Represents shares of Class C Common Stock held by Mr. Egon Durban immediately following the receipt of such shares in connection with the distributions of shares of Class C Common Stock reported above. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. ( 16 )Represents shares of Class C Common Stock beneficially owned indirectly by Mr. Durban through a trust for the benefit of certain family members, which received such shares in connection with the distributions of shares of Class C Common Stock reported above. The receipt of such shares of Class C Common Stock indirectly by Mr. Durban was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. ( 17 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.66 to $100.34, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4.

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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