| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SCWX | Class B Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -70M | -100% | 0 | Feb 3, 2025 | Class A Common Stock | 70M | See footnote | F1, F2, F3 |
Michael S. Dell is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Each share of Class B common stock, par value $0.01 per share (the "Class B Common Stock") of SecureWorks Corp. (the "Company") is convertible into one share of Class A common stock, par value $0.01 per share (the "Class A Common Stock") of the Company at any time, at the holder's option, and has no expiration date. |
| F2 | On February 3, 2025, SecureWorks Corp. (the "Issuer") completed the previously announced transaction with Sophos Inc., pursuant to the Agreement and Plan of Merger dated as of October 21, 2024 (the "Merger Agreement"), whereby Sophos Inc. indirectly acquired the Issuer (the "Merger"). In connection with the Merger, each share of Class B Common Stock of the Issuer was canceled and converted into the right to receive an amount in cash equal to $8.50, without interest and less any applicable withholding taxes. |
| F3 | The shares of Class B common stock are directly owned by Dell Marketing L.P. ("DMLP"). DMLP's sole general partner is Dell Marketing GP L.L.C., which is wholly owned by Dell Marketing Corporation, which in turn is indirectly wholly owned by Dell Technologies Inc. through its directly and indirectly held wholly owned subsidiaries Denali Intermediate Inc., Dell Inc. and Dell International L.L.C. The reporting person may be deemed to beneficially own securities beneficially owned by DMLP by virtue of his ownership of a majority of the voting securities of Dell Technologies Inc. |