Slta IV (Gp), L.L.C. - Jan 10, 2025 Form 4 Insider Report for Dell Technologies Inc. (DELL)

Signature
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C.
Stock symbol
DELL
Transactions as of
Jan 10, 2025
Transactions value $
$0
Form type
4
Date filed
1/13/2025, 05:53 PM
Previous filing
Jan 8, 2025
Next filing
Apr 17, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DELL Class C Common Stock Other -193K -100% 0 Jan 10, 2025 Held through SL SPV-2, L.P. F1, F2, F8
transaction DELL Class C Common Stock Other -146K -100% 0 Jan 10, 2025 Held through Silver Lake Partners IV, L.P. F1, F3, F8
transaction DELL Class C Common Stock Other -79.3K -100% 0 Jan 10, 2025 Held through Silver Lake Partners V DE (AIV), L.P. F1, F4, F8
holding DELL Class C Common Stock 26.5K Jan 10, 2025 Held through SLTA SPV-2, L.P. F5, F8
holding DELL Class C Common Stock 15.8K Jan 10, 2025 Held through Silver Lake Technology Associates V, L.P. F6, F8
holding DELL Class C Common Stock 2.8K Jan 10, 2025 Held through Silver Lake Group, L.L.C. F7, F8
holding DELL Class C Common Stock 100K Jan 10, 2025 See footnote F9
holding DELL Class C Common Stock 850K Jan 10, 2025 Direct F10
holding DELL Class C Common Stock 36.3K Jan 10, 2025 See footnote F11
holding DELL Class C Common Stock 2.33K Jan 10, 2025 See footnote F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 initiated in-kind distributions of shares of Class C Common Stock, par value $0.01 per share ("Class C Common Stock") of Dell Technologies Inc. (the "Issuer") on January 10, 2025. The receipt of shares of Class C Common Stock by each of the Reporting Persons in connection with such distributions was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
F2 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").
F3 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").
F4 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").
F5 These shares of Class C Common Stock are held by SLTA SPV.
F6 These shares of Class C Common Stock are held by SLTA V.
F7 Reflects shares held by Silver Lake Group, L.L.C. ("SLG"). Shares held includes additional shares of Class C Common Stock received in connection with the pro rata distributions described herein on January 10, 2025. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
F8 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.
F9 In connection with the distributions described in footnote (1) above, pro rata distributions of certain shares were initiated to certain employees and managing members of SLG or its affiliates, including Egon Durban. This amount reflects 11,646, 5,599 and 82,975 shares held by SLTA SPV-2, L.P., SLTA V and SLG, respectively, on behalf of such individuals, including shares distributed in the January 10, 2025 distributions. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
F10 Represents shares of Class C Common Stock held by Mr. Egon Durban immediately following the receipt of shares in connection with the distributions of shares of Class C Common Stock on January 10, 2025. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
F11 Represents shares of Class C Common Stock beneficially owned indirectly by Mr. Durban through a trust for the benefit of certain family members, including shares received in connection with the distributions of shares of Class C Common Stock on January 10, 2025. 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.
F12 These shares of Common Stock are held by entities in which Mr. Egon Durban may be deemed to have an indirect pecuniary interest, which were received in connection with the pro rata distributions made by SPV-2, SLP IV and SLP V and their respective affiliates on January 10, 2025. 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.

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.