Sec Form 4 Filing - GREEN WILLIAM D @ Dell Technologies Inc. - 2022-09-20

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
GREEN WILLIAM D
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE DELL WAY
3. Date of Earliest Transaction (MM/DD/YY)
09/20/2022
(Street)
ROUND ROCK, TX78682
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 09/20/2022 A 9,471( 1 ) A $ 0( 1 ) 36,921( 2 ) 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
Options to Acquire Class C Common Stock ( 2 ) ( 3 ) ( 4 ) Class C Common Stock 272,736 272,736( 2 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GREEN WILLIAM D
ONE DELL WAY
ROUND ROCK, TX78682
X
Signatures
Christopher Garcia, Attorney-in-Fact 09/22/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a grant of 3,382 shares of Class C Common Stock and 6,089 restricted stock units ("RSUs"). The RSUs vest in full on the first anniversary of the annual meeting of stockholders of Dell Technologies Inc. held on June 27, 2022, contingent on the reporting person's continued service on such vesting date.
( 2 )On November 1, 2021, the Issuer completed a special distribution of all of the shares of common stock of its former subsidiary, VMware, Inc., that it beneficially owned to its stockholders on a pro rata basis (the "Transaction"). In connection with the Transaction, the Issuer implemented an equitable adjustment to outstanding equity awards held by participants in the Issuer's 2013 Stock Incentive Plan in accordance with the terms of the plan, as a result of which (a) 2,162 RSUs previously reported by the reporting person were adjusted to a total of 4,255 RSUs and (b) 138,584 options to purchase Class C Common Stock of the Issuer ("stock options") previously reported by the reporting person were adjusted to a total of 272,736 stock options. The adjusted exercise prices of the stock options range from $13.60 to $31.14, inclusive.
( 3 )The stock options are fully vested.
( 4 )The stock options will expire on dates ranging from September 14, 2026 through September 27, 2029, depending on the grant date of the applicable award.

Remarks:
Exhibit 24 - Power of Attorney

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