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Dell Technologies Inc.

01/08/2025 | Press release | Distributed by Public on 01/08/2025 20:37

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission

FORM 4

	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number: 3235-0287 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SLTA V (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 (Month/Day/Year)
01/06/2025

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed (Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	01/06/2025		M⁽¹⁾⁽²⁾		113,063	A	⁽¹⁾⁽²⁾	113,063	I	Held through SL SPV-2, L.P.⁽³⁾⁽¹⁰⁾
Class C Common Stock	01/06/2025		M⁽¹⁾⁽²⁾		129,494	A	⁽¹⁾⁽²⁾	129,494	I	Held through Silver Lake Partners IV, L.P.⁽⁴⁾⁽¹⁰⁾
Class C Common Stock	01/06/2025		M⁽¹⁾⁽²⁾		79,035	A	⁽¹⁾⁽²⁾	79,035	I	Held through Silver Lake Partners V DE (AIV), L.P.⁽⁵⁾⁽¹⁰⁾
Class C Common Stock	01/06/2025		M⁽¹⁾⁽²⁾		2,464	A	⁽¹⁾⁽²⁾	2,464	I	Held through Silver Lake Technology Investors IV, L.P.⁽⁶⁾⁽¹⁰⁾
Class C Common Stock	01/06/2025		M⁽¹⁾⁽²⁾		1,111	A	⁽¹⁾⁽²⁾	1,111	I	Held through Silver Lake Technology Investors V, L.P.⁽⁷⁾⁽¹⁰⁾
Class C Common Stock	01/06/2025		S		113,063	D	$124.52⁽¹⁴⁾	0	I	Held through SL SPV-2, L.P.⁽³⁾⁽¹⁰⁾
Class C Common Stock	01/06/2025		S		129,494	D	$124.52⁽¹⁴⁾	0	I	Held through Silver Lake Partners IV, L.P.⁽⁴⁾⁽¹⁰⁾
Class C Common Stock	01/06/2025		S		79,035	D	$124.52⁽¹⁴⁾	0	I	Held through Silver Lake Partners V DE (AIV), L.P.⁽⁵⁾⁽¹⁰⁾
Class C Common Stock	01/06/2025		S		2,464	D	$124.52⁽¹⁴⁾	0	I	Held through Silver Lake Technology Investors IV, L.P.⁽⁶⁾⁽¹⁰⁾
Class C Common Stock	01/06/2025		S		1,111	D	$124.52⁽¹⁴⁾	0	I	Held through Silver Lake Technology Investors V, L.P.⁽⁷⁾⁽¹⁰⁾
Class C Common Stock	01/07/2025		M⁽¹⁾⁽²⁾		142,583	A	⁽¹⁾⁽²⁾	142,583	I	Held through SL SPV-2, L.P.⁽³⁾⁽¹⁰⁾
Class C Common Stock	01/07/2025		M⁽¹⁾⁽²⁾		163,269	A	⁽¹⁾⁽²⁾	163,269	I	Held through Silver Lake Partners IV, L.P.⁽⁴⁾⁽¹⁰⁾
Class C Common Stock	01/07/2025		M⁽¹⁾⁽²⁾		84,206	A	⁽¹⁾⁽²⁾	84,206	I	Held through Silver Lake Partners V DE (AIV), L.P.⁽⁵⁾⁽¹⁰⁾
Class C Common Stock	01/07/2025		M⁽¹⁾⁽²⁾		3,106	A	⁽¹⁾⁽²⁾	3,106	I	Held through Silver Lake Technology Investors IV, L.P.⁽⁶⁾⁽¹⁰⁾
Class C Common Stock	01/07/2025		M⁽¹⁾⁽²⁾		1,401	A	⁽¹⁾⁽²⁾	1,401	I	Held through Silver Lake Technology Investors V, L.P.⁽⁷⁾⁽¹⁰⁾
Class C Common Stock	01/07/2025		S		25,472	D	$122.79⁽¹⁵⁾	117,111	I	Held through SL SPV-2, L.P.⁽³⁾⁽¹⁰⁾
Class C Common Stock	01/07/2025		S		29,167	D	$122.79⁽¹⁵⁾	134,102	I	Held through Silver Lake Partners IV, L.P.⁽⁴⁾⁽¹⁰⁾
Class C Common Stock	01/07/2025		S		15,043	D	$122.79⁽¹⁵⁾	69,163	I	Held through Silver Lake Partners V DE (AIV), L.P.⁽⁵⁾⁽¹⁰⁾
Class C Common Stock	01/07/2025		S		555	D	$122.79⁽¹⁵⁾	2,551	I	Held through Silver Lake Technology Investors IV, L.P.⁽⁶⁾⁽¹⁰⁾
Class C Common Stock	01/07/2025		S		250	D	$122.79⁽¹⁵⁾	1,151	I	Held through Silver Lake Technology Investors V, L.P.⁽⁷⁾⁽¹⁰⁾
Class C Common Stock								26,450	I	Held through SLTA SPV-2, L.P.⁽⁸⁾⁽¹⁰⁾
Class C Common Stock								15,806	I	Held through Silver Lake Technology Associates V, L.P.⁽⁹⁾⁽¹⁰⁾
Class C Common Stock								53,954	I	See footnote⁽¹¹⁾
Class C Common Stock								810,657	D⁽¹²⁾
Class C Common Stock								35,112	I	See footnote⁽¹³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.	SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽²⁾

01/06/2025

M⁽¹⁾⁽²⁾

113,063

⁽²⁾

Class C Common Stock

113,063

$ 0

24,465,240

Held through SL SPV-2, L.P.⁽³⁾⁽¹⁰⁾

Class B Common Stock

⁽²⁾

01/06/2025

M⁽¹⁾⁽²⁾

129,494

⁽²⁾

Class C Common Stock

129,494

$ 0

25,101,369

Held through Silver Lake Partners IV, L.P.⁽⁴⁾⁽¹⁰⁾

Class B Common Stock

⁽²⁾

01/06/2025

M⁽¹⁾⁽²⁾

79,035

⁽²⁾

Class C Common Stock

79,035

$ 0

13,578,397

Held through Silver Lake Partners V DE (AIV), L.P.⁽⁵⁾⁽¹⁰⁾

Class B Common Stock

⁽²⁾

01/06/2025

M⁽¹⁾⁽²⁾

2,464

⁽²⁾

Class C Common Stock

2,464

$ 0

368,766

Held through Silver Lake Technology Investors IV, L.P.⁽⁶⁾⁽¹⁰⁾

Class B Common Stock

⁽²⁾

01/06/2025

M⁽¹⁾⁽²⁾

1,111

⁽²⁾

Class C Common Stock

1,111

$ 0

166,292

Held through Silver Lake Technology Investors V, L.P.⁽⁷⁾⁽¹⁰⁾

Class B Common Stock

⁽²⁾

01/07/2025

M⁽¹⁾⁽²⁾

142,583

⁽²⁾

Class C Common Stock

142,583

$ 0

24,322,657

Held through SL SPV-2, L.P.⁽³⁾⁽¹⁰⁾

Class B Common Stock

⁽²⁾

01/07/2025

M⁽¹⁾⁽²⁾

163,269

⁽²⁾

Class C Common Stock

163,269

$ 0

24,938,100

Held through Silver Lake Partners IV, L.P.⁽⁴⁾⁽¹⁰⁾

Class B Common Stock

⁽²⁾

01/07/2025

M⁽¹⁾⁽²⁾

84,206

⁽²⁾

Class C Common Stock

84,206

$ 0

13,494,191

Held through Silver Lake Partners V DE (AIV), L.P.⁽⁵⁾⁽¹⁰⁾

Class B Common Stock

⁽²⁾

01/07/2025

M⁽¹⁾⁽²⁾

3,106

⁽²⁾

Class C Common Stock

3,106

$ 0

365,660

Held through Silver Lake Technology Investors IV, L.P.⁽⁶⁾⁽¹⁰⁾

Class B Common Stock

⁽²⁾

01/07/2025

M⁽¹⁾⁽²⁾

1,401

⁽²⁾

Class C Common Stock

1,401

$ 0

164,891

Held through Silver Lake Technology Investors V, L.P.⁽⁷⁾⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
SLTA V (GP), L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025	X	X
Silver Lake Technology Associates V, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025	X	X
Silver Lake Partners V DE (AIV), L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025	X	X
Silver Lake Technology Investors V, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025	X	X

Signatures

By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C.	01/08/2025
^**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 V (GP), L.L.C., general partner of Silver Lake Technology Associates V, L.P.	01/08/2025
^**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 V (GP), L.L.C., general partner of Silver Lake Technology Associates V, L.P., general partner of Silver Lake Partners V DE (AIV), LP	01/08/2025
^**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 V (GP), L.L.C., gen. partner of Silver Lake Technology Associates V, L.P., gen. partner of Silver Lake Technology Investors V, L.P.	01/08/2025
^**Signature of Reporting Person	Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(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 January 6, 2025, January 7, 2025 and January 8, 2025.
(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 January 6, 2025, January 7, 2025 and January 8, 2025, 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)	These shares of Class C Common Stock are held by SLTA SPV.
(9)	These shares of Class C Common Stock are held by SLTA V.
(10)	Silver Lake Group, L.L.C. ("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.
(11)	This amount reflects 2,598, 1,559 and 49,797 shares held by SLTA SPV-2, L.P., SLTA V and SLG, respectively, on behalf of certain employees and managing members of SLG or its affiliates, including Mr. Durban.
(12)	Represents shares of Class C Common Stock held by Mr. Egon Durban.
(13)	Represents shares of Class C Common Stock beneficially owned indirectly by Mr. Durban through a trust for the benefit of certain family members.
(14)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.14 to $125.00 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(15)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.01 to $123.00 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, 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. Because no more than 30 transactions can be listed on each Table of the Form 4 filing, the Reporting Persons have filed a separate Form 4 reporting additional transactions.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

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