Sec Form 4 Filing - SLTA IV (GP), L.L.C. @ Dell Technologies Inc. - 2024-03-19

Insider filing report for Changes in Beneficial Ownership
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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
SLTA IV (GP), 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)
03/19/2024
(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 03/19/2024 M( 1 )( 2 ) 291,950 A 294,198 I Held through SL SPV-2, L.P. ( 3 ) ( 13 )
Class C Common Stock 03/19/2024 M( 1 )( 2 ) 299,700 A 301,965 I Held through Silver Lake Partners IV, L.P. ( 4 ) ( 13 )
Class C Common Stock 03/19/2024 M( 1 )( 2 ) 162,227 A 163,613 I Held through Silver Lake Partners V DE (AIV), L.P. ( 5 ) ( 13 )
Class C Common Stock 03/19/2024 M( 2 ) 4,409 A 4,409 I Held through Silver Lake Technology Investors IV, L.P. ( 6 ) ( 13 )
Class C Common Stock 03/19/2024 M( 2 ) 1,989 A 1,989 I Held through Silver Lake Technology Investors V, L.P. ( 7 ) ( 13 )
Class C Common Stock 03/19/2024 S 98,505 D $ 107.5 ( 16 ) 195,693 I Held through SL SPV-2, L.P. ( 3 ) ( 13 )
Class C Common Stock 03/19/2024 S 113,714 D $ 107.5 ( 16 ) 188,251 I Held through Silver Lake Partners IV, L.P. ( 4 ) ( 13 )
Class C Common Stock 03/19/2024 S 59,023 D $ 107.5 ( 16 ) 104,590 I Held through Silver Lake Partners V DE (AIV), L.P. ( 5 ) ( 13 )
Class C Common Stock 03/19/2024 S 2,160 D $ 107.5 ( 16 ) 2,249 I Held through Silver Lake Technology Investors IV, L.P. ( 6 ) ( 13 )
Class C Common Stock 03/19/2024 S 974 D $ 107.5 ( 16 ) 1,015 I Held through Silver Lake Technology Investors V, L.P. ( 7 ) ( 13 )
Class C Common Stock 03/19/2024 S 102,561 D $ 108.39 ( 17 ) 93,132 I Held through SL SPV-2, L.P. ( 3 ) ( 13 )
Class C Common Stock 03/19/2024 S 118,398 D $ 108.39 ( 17 ) 69,853 I Held through Silver Lake Partners IV, L.P. ( 4 ) ( 13 )
Class C Common Stock 03/19/2024 S 61,453 D $ 108.39 ( 17 ) 43,137 I Held through Silver Lake Partners V DE (AIV), L.P. ( 5 ) ( 13 )
Class C Common Stock 03/19/2024 S 2,249 D $ 108.39 ( 17 ) 0 I Held through Silver Lake Technology Investors IV, L.P. ( 6 ) ( 13 )
Class C Common Stock 03/19/2024 S 1,015 D $ 108.39 ( 17 ) 0 I Held through Silver Lake Technology Investors V, L.P. ( 7 ) ( 13 )
Class C Common Stock 54,922 I Held through SLTA SPV-2, L.P. ( 8 ) ( 13 )
Class C Common Stock 32,443 I Held through Silver Lake Technology Associates V, L.P. ( 9 ) ( 13 )
Class C Common Stock 1,464 I Held through Silver Lake Technology Associates IV, L.P. ( 10 ) ( 13 )
Class C Common Stock 238,065 I Held through Silver Lake Group, L.L.C. ( 11 ) ( 13 )
Class C Common Stock 1,584 I See footnote ( 12 )
Class C Common Stock 435,849 D ( 14 )
Class C Common Stock 12,376 I See footnote ( 15 )
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 ) 03/19/2024 M( 1 )( 2 ) 291,950 ( 2 ) ( 2 ) Class C Common Stock 291,950 $ 0 30,547,950 I Held through SL SPV-2, L.P. ( 3 ) ( 13 )
Class B Common Stock ( 2 ) 03/19/2024 M( 1 )( 2 ) 299,700 ( 2 ) ( 2 ) Class C Common Stock 299,700 $ 0 31,359,005 I Held through Silver Lake Partners IV, L.P. ( 4 ) ( 13 )
Class B Common Stock ( 2 ) 03/19/2024 M( 1 )( 2 ) 162,227 ( 2 ) ( 2 ) Class C Common Stock 162,227 $ 0 16,974,588 I Held through Silver Lake Partners V DE (AIV), L.P. ( 5 ) ( 13 )
Class B Common Stock ( 2 ) 03/19/2024 M( 2 ) 4,409 ( 2 ) ( 2 ) Class C Common Stock 4,409 $ 0 461,396 I Held through Silver Lake Technology Investors IV, L.P. ( 6 ) ( 13 )
Class B Common Stock ( 2 ) 03/19/2024 M( 2 ) 1,989 ( 2 ) ( 2 ) Class C Common Stock 1,989 $ 0 208,063 I Held through Silver Lake Technology Investors V, L.P. ( 7 ) ( 13 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SLTA IV (GP), L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
Silver Lake Group, 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/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C. 03/20/2024
Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C. 03/20/2024
Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director and General Counsel 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. 03/20/2024
Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director and General Counsel 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. 03/20/2024
Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director and General Counsel 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. 03/20/2024
Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA SPV-2 (GP), L.L.C. 03/20/2024
Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director and General Counsel 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 03/20/2024
Signature of Reporting Person Date
By: /s/ Andrew J. Schader, Managing Director and General Counsel 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. 03/20/2024
Signature of Reporting Person Date
/s/ Egon Durban 03/20/2024
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 sold certain shares of Class C Common Stock, par value $0.01 per share ("Class C Common Stock") of Dell Technologies Inc. (the "Issuer") on March 19, 2024.
( 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 March 19, 2024, certain of the Reporting Persons converted shares of Class B Common Stock into an equal number of shares of Class C Common Stock in connection with the sales 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 )Reflects shares held by SLTA SPV.
( 9 )Reflects shares held by SLTA V.
( 10 )Reflects shares held by SLTA IV.
( 11 )Reflects shares held by Silver Lake Group, L.L.C. ("SLG").
( 12 )These shares of Common Stock are held by entities in which Mr. Egon Durban may be deemed to have an indirect pecuniary interest.
( 13 )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 Member of SLG. Each of the reporting persons may be deemed a director by deputization of the Issuer.
( 14 )Represents shares of Class C Common Stock held by Mr. Egon Durban.
( 15 )Represents shares of Class C Common Stock beneficially owned indirectly by Mr. Durban through a trust for the benefit of certain family members.
( 16 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.00 to $107.99, 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.
( 17 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.00 to $108.88, 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.

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