SLP Denali Co-Invest, L.P.

SEC source: 0000899243-20-000006 · doc4.xml · nonDerivative · entry 2

SLP Denali Co-Invest, L.P. · CIK 0001590159 · Director · 10% owner

SLP Denali Co-Invest GP, L.L.C. · CIK 0001672569 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLP Denali Co-Invest, L.P.

Disclosed balance after: 0

F1 · kind: As previously described in a Schedule 13D filed on February 19, 2019 by the Reporting Persons and certain of their affiliates, as amended by Amendment No. 1 filed on July 2, 2019, on January 2, 2020, SLP Denali Co-Invest, L.P. ("SLP Denali"), a co-invest vehicle holding common stock of Dell Technologies Inc. (the "Issuer") solely for the benefit of third party investors co-investing alongside the Silver Lake Partners funds, distributed its remaining 17,650,821 shares of Class C Common Stock, par value $0.01 per share of the Issuer (the "Class C Common Stock"), pro rata to its participants, who will now hold their shares of Class C Common Stock directly and who will have investment discretion over those shares going forward. The pro rata distribution to these co-investors did not involve any sale or distribution of shares of common stock of the Issuer by the Silver Lake Partners funds, who still retain their full interests.

F1 · price: As previously described in a Schedule 13D filed on February 19, 2019 by the Reporting Persons and certain of their affiliates, as amended by Amendment No. 1 filed on July 2, 2019, on January 2, 2020, SLP Denali Co-Invest, L.P. ("SLP Denali"), a co-invest vehicle holding common stock of Dell Technologies Inc. (the "Issuer") solely for the benefit of third party investors co-investing alongside the Silver Lake Partners funds, distributed its remaining 17,650,821 shares of Class C Common Stock, par value $0.01 per share of the Issuer (the "Class C Common Stock"), pro rata to its participants, who will now hold their shares of Class C Common Stock directly and who will have investment discretion over those shares going forward. The pro rata distribution to these co-investors did not involve any sale or distribution of shares of common stock of the Issuer by the Silver Lake Partners funds, who still retain their full interests.

F3 · ownership.nature: These securities were directly held by SLP Denali. The general partner of SLP Denali is SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"). The managing member of SLP Denali GP is Silver Lake Technology Associates III, L.P. ("SLTA III"), and the general partner of SLTA III is SLTA III (GP), L.L.C. ("SLTA III GP").

F4 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP. Egon Durban, who serves as a director of the Issuer, also serves as a Co-CEO of SLG. Each of SLP Denali and SLP Denali GP may have been deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that either of them is or was a director by deputization nor that the Reporting Persons are otherwise subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are or were the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0000899243-20-000006 · doc4.xml · derivative · entry 3

SLP Denali Co-Invest, L.P. · CIK 0001590159 · Director · 10% owner

SLP Denali Co-Invest GP, L.L.C. · CIK 0001672569 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLP Denali Co-Invest, L.P.

Disclosed balance after: 0

Underlying: Class C Common Stock · 17,650,821 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: 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 December 30, 2019, SLP Denali converted its remaining 17,650,821 shares of Class B Common Stock into 17,650,821 shares of Class C Common Stock in connection with the distribution described in footnote (1) above.

F1 · kind: As previously described in a Schedule 13D filed on February 19, 2019 by the Reporting Persons and certain of their affiliates, as amended by Amendment No. 1 filed on July 2, 2019, on January 2, 2020, SLP Denali Co-Invest, L.P. ("SLP Denali"), a co-invest vehicle holding common stock of Dell Technologies Inc. (the "Issuer") solely for the benefit of third party investors co-investing alongside the Silver Lake Partners funds, distributed its remaining 17,650,821 shares of Class C Common Stock, par value $0.01 per share of the Issuer (the "Class C Common Stock"), pro rata to its participants, who will now hold their shares of Class C Common Stock directly and who will have investment discretion over those shares going forward. The pro rata distribution to these co-investors did not involve any sale or distribution of shares of common stock of the Issuer by the Silver Lake Partners funds, who still retain their full interests.

F2 · kind: 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 December 30, 2019, SLP Denali converted its remaining 17,650,821 shares of Class B Common Stock into 17,650,821 shares of Class C Common Stock in connection with the distribution described in footnote (1) above.

F2 · price: 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 December 30, 2019, SLP Denali converted its remaining 17,650,821 shares of Class B Common Stock into 17,650,821 shares of Class C Common Stock in connection with the distribution described in footnote (1) above.

F2 · derivative.exercise_date: 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 December 30, 2019, SLP Denali converted its remaining 17,650,821 shares of Class B Common Stock into 17,650,821 shares of Class C Common Stock in connection with the distribution described in footnote (1) above.

F2 · derivative.expiration_date: 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 December 30, 2019, SLP Denali converted its remaining 17,650,821 shares of Class B Common Stock into 17,650,821 shares of Class C Common Stock in connection with the distribution described in footnote (1) above.

F3 · ownership.nature: These securities were directly held by SLP Denali. The general partner of SLP Denali is SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"). The managing member of SLP Denali GP is Silver Lake Technology Associates III, L.P. ("SLTA III"), and the general partner of SLTA III is SLTA III (GP), L.L.C. ("SLTA III GP").

F4 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP. Egon Durban, who serves as a director of the Issuer, also serves as a Co-CEO of SLG. Each of SLP Denali and SLP Denali GP may have been deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that either of them is or was a director by deputization nor that the Reporting Persons are otherwise subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are or were the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0000899243-20-000006 · doc4.xml · nonDerivative · entry 1

SLP Denali Co-Invest, L.P. · CIK 0001590159 · Director · 10% owner

SLP Denali Co-Invest GP, L.L.C. · CIK 0001672569 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLP Denali Co-Invest, L.P.

Disclosed balance after: 17,650,821

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: As previously described in a Schedule 13D filed on February 19, 2019 by the Reporting Persons and certain of their affiliates, as amended by Amendment No. 1 filed on July 2, 2019, on January 2, 2020, SLP Denali Co-Invest, L.P. ("SLP Denali"), a co-invest vehicle holding common stock of Dell Technologies Inc. (the "Issuer") solely for the benefit of third party investors co-investing alongside the Silver Lake Partners funds, distributed its remaining 17,650,821 shares of Class C Common Stock, par value $0.01 per share of the Issuer (the "Class C Common Stock"), pro rata to its participants, who will now hold their shares of Class C Common Stock directly and who will have investment discretion over those shares going forward. The pro rata distribution to these co-investors did not involve any sale or distribution of shares of common stock of the Issuer by the Silver Lake Partners funds, who still retain their full interests.

F2 · kind: 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 December 30, 2019, SLP Denali converted its remaining 17,650,821 shares of Class B Common Stock into 17,650,821 shares of Class C Common Stock in connection with the distribution described in footnote (1) above.

F1 · price: As previously described in a Schedule 13D filed on February 19, 2019 by the Reporting Persons and certain of their affiliates, as amended by Amendment No. 1 filed on July 2, 2019, on January 2, 2020, SLP Denali Co-Invest, L.P. ("SLP Denali"), a co-invest vehicle holding common stock of Dell Technologies Inc. (the "Issuer") solely for the benefit of third party investors co-investing alongside the Silver Lake Partners funds, distributed its remaining 17,650,821 shares of Class C Common Stock, par value $0.01 per share of the Issuer (the "Class C Common Stock"), pro rata to its participants, who will now hold their shares of Class C Common Stock directly and who will have investment discretion over those shares going forward. The pro rata distribution to these co-investors did not involve any sale or distribution of shares of common stock of the Issuer by the Silver Lake Partners funds, who still retain their full interests.

F2 · price: 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 December 30, 2019, SLP Denali converted its remaining 17,650,821 shares of Class B Common Stock into 17,650,821 shares of Class C Common Stock in connection with the distribution described in footnote (1) above.

F3 · ownership.nature: These securities were directly held by SLP Denali. The general partner of SLP Denali is SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"). The managing member of SLP Denali GP is Silver Lake Technology Associates III, L.P. ("SLTA III"), and the general partner of SLTA III is SLTA III (GP), L.L.C. ("SLTA III GP").

F4 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP. Egon Durban, who serves as a director of the Issuer, also serves as a Co-CEO of SLG. Each of SLP Denali and SLP Denali GP may have been deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that either of them is or was a director by deputization nor that the Reporting Persons are otherwise subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are or were the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0000899243-19-018770 · doc4.xml · nonDerivative · entry 2

SLP Denali Co-Invest, L.P. · CIK 0001590159 · Director · 10% owner

SLP Denali Co-Invest GP, L.L.C. · CIK 0001672569 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLP Denali Co-Invest, L.P.

Disclosed balance after: 0

F1 · kind: On June 27, 2019, the post-listing lockup period ended for certain shareholders of Dell Technologies Inc. (the "Issuer"). As a result, and as previously described in a Schedule 13D filed on February 19, 2019 by the Reporting Persons and certain of their affiliates, on July 2, 2019, SLP Denali Co-Invest, L.P. ("SLP Denali"), a co-invest vehicle holding common stock of the Issuer solely for the benefit of third party investors co-investing alongside the Silver Lake Partners funds, distributed half its interest, or 17,650,820 shares of Class C Common Stock, pro rata to its participants, who will now hold their shares of Class C Common Stock directly and who will have investment discretion over those shares going forward. The pro rata distribution to these co-investors did not involve any sale or distribution of shares of common stock of the Issuer by the Silver Lake Partners funds, who still retain their full interests.

F1 · price: On June 27, 2019, the post-listing lockup period ended for certain shareholders of Dell Technologies Inc. (the "Issuer"). As a result, and as previously described in a Schedule 13D filed on February 19, 2019 by the Reporting Persons and certain of their affiliates, on July 2, 2019, SLP Denali Co-Invest, L.P. ("SLP Denali"), a co-invest vehicle holding common stock of the Issuer solely for the benefit of third party investors co-investing alongside the Silver Lake Partners funds, distributed half its interest, or 17,650,820 shares of Class C Common Stock, pro rata to its participants, who will now hold their shares of Class C Common Stock directly and who will have investment discretion over those shares going forward. The pro rata distribution to these co-investors did not involve any sale or distribution of shares of common stock of the Issuer by the Silver Lake Partners funds, who still retain their full interests.

F3 · ownership.nature: These securities are directly held by SLP Denali. The general partner of SLP Denali is SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"). The managing member of SLP Denali GP is Silver Lake Technology Associates III, L.P. ("SLTA III"), and the general partner of SLTA III is SLTA III (GP), L.L.C. ("SLTA III GP").

F4 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG. Each of SLP Denali and SLP Denali GP may be deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that either of them is a director by deputization nor that the Reporting Persons are otherwise subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0000899243-19-018770 · doc4.xml · derivative · entry 3

SLP Denali Co-Invest, L.P. · CIK 0001590159 · Director · 10% owner

SLP Denali Co-Invest GP, L.L.C. · CIK 0001672569 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLP Denali Co-Invest, L.P.

Disclosed balance after: 17,650,821

Underlying: Class C Common Stock · 17,650,820 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: 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, par value $0.01 per share of the Issuer (the "Class C Common Stock") at any time, at the election of the holder or automatically upon certain transfers, and has no expiration date. On June 28, 2019, SLP Denali converted 17,650,820 shares of Class B Common Stock into 17,650,820 shares of Class C Common Stock in connection with the distribution described in footnote (1) above. SLP Denali continues to hold the remaining 17,650,821 shares of Class B Common Stock it previously held, and on or about January 2, 2020, pursuant to the terms of its limited partnership agreement, as amended, SLP Denali will distribute all remaining shares of the Issuer's common stock that it then owns pro rata to its participants.

F1 · kind: On June 27, 2019, the post-listing lockup period ended for certain shareholders of Dell Technologies Inc. (the "Issuer"). As a result, and as previously described in a Schedule 13D filed on February 19, 2019 by the Reporting Persons and certain of their affiliates, on July 2, 2019, SLP Denali Co-Invest, L.P. ("SLP Denali"), a co-invest vehicle holding common stock of the Issuer solely for the benefit of third party investors co-investing alongside the Silver Lake Partners funds, distributed half its interest, or 17,650,820 shares of Class C Common Stock, pro rata to its participants, who will now hold their shares of Class C Common Stock directly and who will have investment discretion over those shares going forward. The pro rata distribution to these co-investors did not involve any sale or distribution of shares of common stock of the Issuer by the Silver Lake Partners funds, who still retain their full interests.

F2 · kind: 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, par value $0.01 per share of the Issuer (the "Class C Common Stock") at any time, at the election of the holder or automatically upon certain transfers, and has no expiration date. On June 28, 2019, SLP Denali converted 17,650,820 shares of Class B Common Stock into 17,650,820 shares of Class C Common Stock in connection with the distribution described in footnote (1) above. SLP Denali continues to hold the remaining 17,650,821 shares of Class B Common Stock it previously held, and on or about January 2, 2020, pursuant to the terms of its limited partnership agreement, as amended, SLP Denali will distribute all remaining shares of the Issuer's common stock that it then owns pro rata to its participants.

F2 · price: 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, par value $0.01 per share of the Issuer (the "Class C Common Stock") at any time, at the election of the holder or automatically upon certain transfers, and has no expiration date. On June 28, 2019, SLP Denali converted 17,650,820 shares of Class B Common Stock into 17,650,820 shares of Class C Common Stock in connection with the distribution described in footnote (1) above. SLP Denali continues to hold the remaining 17,650,821 shares of Class B Common Stock it previously held, and on or about January 2, 2020, pursuant to the terms of its limited partnership agreement, as amended, SLP Denali will distribute all remaining shares of the Issuer's common stock that it then owns pro rata to its participants.

F2 · derivative.exercise_date: 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, par value $0.01 per share of the Issuer (the "Class C Common Stock") at any time, at the election of the holder or automatically upon certain transfers, and has no expiration date. On June 28, 2019, SLP Denali converted 17,650,820 shares of Class B Common Stock into 17,650,820 shares of Class C Common Stock in connection with the distribution described in footnote (1) above. SLP Denali continues to hold the remaining 17,650,821 shares of Class B Common Stock it previously held, and on or about January 2, 2020, pursuant to the terms of its limited partnership agreement, as amended, SLP Denali will distribute all remaining shares of the Issuer's common stock that it then owns pro rata to its participants.

F2 · derivative.expiration_date: 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, par value $0.01 per share of the Issuer (the "Class C Common Stock") at any time, at the election of the holder or automatically upon certain transfers, and has no expiration date. On June 28, 2019, SLP Denali converted 17,650,820 shares of Class B Common Stock into 17,650,820 shares of Class C Common Stock in connection with the distribution described in footnote (1) above. SLP Denali continues to hold the remaining 17,650,821 shares of Class B Common Stock it previously held, and on or about January 2, 2020, pursuant to the terms of its limited partnership agreement, as amended, SLP Denali will distribute all remaining shares of the Issuer's common stock that it then owns pro rata to its participants.

F3 · ownership.nature: These securities are directly held by SLP Denali. The general partner of SLP Denali is SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"). The managing member of SLP Denali GP is Silver Lake Technology Associates III, L.P. ("SLTA III"), and the general partner of SLTA III is SLTA III (GP), L.L.C. ("SLTA III GP").

F4 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG. Each of SLP Denali and SLP Denali GP may be deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that either of them is a director by deputization nor that the Reporting Persons are otherwise subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0000899243-19-018770 · doc4.xml · nonDerivative · entry 1

SLP Denali Co-Invest, L.P. · CIK 0001590159 · Director · 10% owner

SLP Denali Co-Invest GP, L.L.C. · CIK 0001672569 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLP Denali Co-Invest, L.P.

Disclosed balance after: 17,650,820

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: On June 27, 2019, the post-listing lockup period ended for certain shareholders of Dell Technologies Inc. (the "Issuer"). As a result, and as previously described in a Schedule 13D filed on February 19, 2019 by the Reporting Persons and certain of their affiliates, on July 2, 2019, SLP Denali Co-Invest, L.P. ("SLP Denali"), a co-invest vehicle holding common stock of the Issuer solely for the benefit of third party investors co-investing alongside the Silver Lake Partners funds, distributed half its interest, or 17,650,820 shares of Class C Common Stock, pro rata to its participants, who will now hold their shares of Class C Common Stock directly and who will have investment discretion over those shares going forward. The pro rata distribution to these co-investors did not involve any sale or distribution of shares of common stock of the Issuer by the Silver Lake Partners funds, who still retain their full interests.

F2 · kind: 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, par value $0.01 per share of the Issuer (the "Class C Common Stock") at any time, at the election of the holder or automatically upon certain transfers, and has no expiration date. On June 28, 2019, SLP Denali converted 17,650,820 shares of Class B Common Stock into 17,650,820 shares of Class C Common Stock in connection with the distribution described in footnote (1) above. SLP Denali continues to hold the remaining 17,650,821 shares of Class B Common Stock it previously held, and on or about January 2, 2020, pursuant to the terms of its limited partnership agreement, as amended, SLP Denali will distribute all remaining shares of the Issuer's common stock that it then owns pro rata to its participants.

F1 · price: On June 27, 2019, the post-listing lockup period ended for certain shareholders of Dell Technologies Inc. (the "Issuer"). As a result, and as previously described in a Schedule 13D filed on February 19, 2019 by the Reporting Persons and certain of their affiliates, on July 2, 2019, SLP Denali Co-Invest, L.P. ("SLP Denali"), a co-invest vehicle holding common stock of the Issuer solely for the benefit of third party investors co-investing alongside the Silver Lake Partners funds, distributed half its interest, or 17,650,820 shares of Class C Common Stock, pro rata to its participants, who will now hold their shares of Class C Common Stock directly and who will have investment discretion over those shares going forward. The pro rata distribution to these co-investors did not involve any sale or distribution of shares of common stock of the Issuer by the Silver Lake Partners funds, who still retain their full interests.

F2 · price: 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, par value $0.01 per share of the Issuer (the "Class C Common Stock") at any time, at the election of the holder or automatically upon certain transfers, and has no expiration date. On June 28, 2019, SLP Denali converted 17,650,820 shares of Class B Common Stock into 17,650,820 shares of Class C Common Stock in connection with the distribution described in footnote (1) above. SLP Denali continues to hold the remaining 17,650,821 shares of Class B Common Stock it previously held, and on or about January 2, 2020, pursuant to the terms of its limited partnership agreement, as amended, SLP Denali will distribute all remaining shares of the Issuer's common stock that it then owns pro rata to its participants.

F3 · ownership.nature: These securities are directly held by SLP Denali. The general partner of SLP Denali is SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"). The managing member of SLP Denali GP is Silver Lake Technology Associates III, L.P. ("SLTA III"), and the general partner of SLTA III is SLTA III (GP), L.L.C. ("SLTA III GP").

F4 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG. Each of SLP Denali and SLP Denali GP may be deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that either of them is a director by deputization nor that the Reporting Persons are otherwise subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0000899243-17-025381 · doc4.xml · nonDerivative · entry 1

SLP Denali Co-Invest GP, L.L.C. · CIK 0001672569 · 10% owner

SLP Denali Co-Invest, L.P. · CIK 0001590159 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 30,678,605

F1 · price: The price per share paid for the Class A Common Stock sold in the reported transaction was calculated in the manner reported in the Form 4 filed by the Reporting Persons on September 13, 2017.

F2 · ownership.nature: The 435,682 shares of Class A Common Stock of VMware, Inc. (the "Issuer") sold in the reported transaction, which closed on November 3, 2017, were held directly by EMC Equity Assets LLC, a direct wholly-owned subsidiary of EMC Corporation ("EMC"). Of the 30,678,605 shares of Class A Common Stock reported in Column 5 of Table I, (a) EMC is the record holder of 10,149,359 shares, (b) VMW Holdco LLC, a direct wholly-owned subsidiary of EMC, is the record holder of 20,000,000 shares, and (c) EMC Equity Assets LLC is the record holder of 529,246 shares.

F3 · ownership.nature: EMC is directly wholly-owned by Dell Inc., which in turn is indirectly wholly-owned by Dell Technologies Inc. ("Dell Technologies") through its directly held wholly-owned subsidiary Denali Intermediate Inc. Dell Technologies is owned by investors including Silver Lake Partners III, L.P. ("SLP III"), Silver Lake Technology Investors III, L.P. ("SLTI III"), Silver Lake Partners IV, L.P. ("SLP IV"), Silver Lake Technology Investors IV, L.P. ("SLTI IV") and SLP Denali Co-Invest, L.P. ("SLP Denali," and together with SLP III, SLTI III, SLP IV and SLTI IV, the "Silver Lake Funds").

F4 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of (i) SLTA III (GP), L.L.C. ("SLTA III GP"), which is the general partner of Silver Lake Technology Associates III, L.P. ("SLTA III"), which is the general partner of SLP III and SLTI III and the managing member of SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"), which is the general partner of SLP Denali and (ii) SLTA IV (GP), L.L.C. ("SLTA IV GP"), which is the general partner of Silver Lake Technology Associates IV, L.P. ("SLTA IV", and collectively with the Silver Lake Funds, SLP Denali GP, SLTA III, SLTA III GP, SLTA IV GP and SLG, the "Silver Lake Investors"), which is the general partner of SLP IV and SLTI IV. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG.

F5 · ownership.nature: The Silver Lake Funds have the right, under an agreement with Dell Technologies and other Dell Technologies stockholders, to approve the sale by Dell Technologies or specified subsidiaries of Dell Technologies of any shares of common stock of the Issuer held by them. As a result of the relationships and contractual provisions described above and in footnotes (2), (3) and (4) above, each of the Reporting Persons may be deemed to beneficially own securities of the Issuer held by VMW Holdco LLC, EMC Equity Assets LLC and EMC.

F6 · ownership.nature: This filing shall not be deemed an admission that the Silver Lake Investors engaged in any transaction subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0000899243-17-022007 · doc4.xml · nonDerivative · entry 1

SLP Denali Co-Invest GP, L.L.C. · CIK 0001672569 · 10% owner

SLP Denali Co-Invest, L.P. · CIK 0001590159 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 31,114,287

F1 · price: Under the terms of a stock purchase agreement, dated as of March 29, 2017, as supplemented by purchase commitment supplement no. 2, dated as of August 23, 2017, by and among Dell Technologies Inc. ("Dell Technologies"), EMC Equity Assets LLC, an indirect wholly-owned subsidiary of Dell Technologies, and VMware, Inc. (the "Issuer"), the final price per share will be determined based on the volume-weighted average per share price of the Class A Common Stock as reported on the New York Stock Exchange during a specified reference period, less a discount of 3.5% from that volume-weighted average per share price, and subject to adjustment in certain circumstances as set forth in the stock purchase agreement. The price per share will be set forth in an amendment to this Form 4 report.

F2 · ownership.nature: The 2,308,807 shares of Class A Common Stock of the Issuer sold in the reported transaction, which is expected to close on September 14, 2017, were held directly by EMC Equity Assets LLC, a direct wholly-owned subsidiary of EMC Corporation ("EMC"). Of the 31,114,287 shares of Class A Common Stock reported in Column 5 of Table I, (a) EMC is the record holder of 10,149,359 shares, (b) VMW Holdco LLC, a direct wholly-owned subsidiary of EMC, is the record holder of 20,000,000 shares, and (c) EMC Equity Assets LLC is the record holder of 964,928 shares.

F3 · ownership.nature: EMC is directly wholly-owned by Dell Inc., which in turn is indirectly wholly-owned by Dell Technologies through its directly held wholly-owned subsidiary Denali Intermediate Inc. Dell Technologies is owned by investors including Silver Lake Partners III, L.P. ("SLP III"), Silver Lake Technology Investors III, L.P. ("SLTI III"), Silver Lake Partners IV, L.P. ("SLP IV"), Silver Lake Technology Investors IV, L.P. ("SLTI IV") and SLP Denali Co-Invest, L.P. ("SLP Denali," and together with SLP III, SLTI III, SLP IV and SLTI IV, the "Silver Lake Funds").

F4 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of (i) SLTA III (GP), L.L.C. ("SLTA III GP"), which is the general partner of Silver Lake Technology Associates III, L.P. ("SLTA III"), which is the general partner of SLP III and SLTI III and the managing member of SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"), which is the general partner of SLP Denali and (ii) SLTA IV (GP), L.L.C. ("SLTA IV GP"), which is the general partner of Silver Lake Technology Associates IV, L.P. ("SLTA IV", and collectively with the Silver Lake Funds, SLP Denali GP, SLTA III, SLTA III GP, SLTA IV GP and SLG, the "Silver Lake Investors"), which is the general partner of SLP IV and SLTI IV. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG.

F5 · ownership.nature: The Silver Lake Funds have the right, under an agreement with Dell Technologies and other Dell Technologies stockholders, to approve the sale by Dell Technologies or specified subsidiaries of Dell Technologies of any shares of common stock of the Issuer held by them. As a result of the relationships and contractual provisions described above and in footnotes (2), (3) and (4) above, each of the Reporting Persons may be deemed to beneficially own securities of the Issuer held by VMW Holdco LLC, EMC Equity Assets LLC and EMC.

F6 · ownership.nature: This filing shall not be deemed an admission that the Silver Lake Investors engaged in any transaction subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0000899243-17-025375 · doc4a.xml · nonDerivative · entry 1

SLP Denali Co-Invest GP, L.L.C. · CIK 0001672569 · 10% owner

SLP Denali Co-Invest, L.P. · CIK 0001590159 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 31,114,287

F1 · price: This Form 4/A is being filed to provide the final price per share paid for the Class A Common Stock in the transaction reported in the Form 4 filed by the Reporting Persons on September 13, 2017, which was calculated in the manner described therein. The Reporting Persons are also filing a separate Form 4 reporting the sale of additional shares of Class A Common Stock in the transaction described in the initial Form 4, which closed on November 3, 2017.

F2 · ownership.nature: The 2,308,807 shares of Class A Common Stock of VMware, Inc. (the "Issuer") sold in the reported transaction, which closed on September 14, 2017, were held directly by EMC Equity Assets LLC, a direct wholly-owned subsidiary of EMC Corporation ("EMC"). Of the 31,114,287 shares of Class A Common Stock reported in Column 5 of Table I, (a) EMC is the record holder of 10,149,359 shares, (b) VMW Holdco LLC, a direct wholly-owned subsidiary of EMC, is the record holder of 20,000,000 shares, and (c) EMC Equity Assets LLC is the record holder of 964,928 shares.

F3 · ownership.nature: EMC is directly wholly-owned by Dell Inc., which in turn is indirectly wholly-owned by Dell Technologies Inc. ("Dell Technologies") through its directly held wholly-owned subsidiary Denali Intermediate Inc. Dell Technologies is owned by investors including Silver Lake Partners III, L.P. ("SLP III"), Silver Lake Technology Investors III, L.P. ("SLTI III"), Silver Lake Partners IV, L.P. ("SLP IV"), Silver Lake Technology Investors IV, L.P. ("SLTI IV") and SLP Denali Co-Invest, L.P. ("SLP Denali," and together with SLP III, SLTI III, SLP IV and SLTI IV, the "Silver Lake Funds").

F4 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of (i) SLTA III (GP), L.L.C. ("SLTA III GP"), which is the general partner of Silver Lake Technology Associates III, L.P. ("SLTA III"), which is the general partner of SLP III and SLTI III and the managing member of SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"), which is the general partner of SLP Denali and (ii) SLTA IV (GP), L.L.C. ("SLTA IV GP"), which is the general partner of Silver Lake Technology Associates IV, L.P. ("SLTA IV", and collectively with the Silver Lake Funds, SLP Denali GP, SLTA III, SLTA III GP, SLTA IV GP and SLG, the "Silver Lake Investors"), which is the general partner of SLP IV and SLTI IV. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG.

F5 · ownership.nature: The Silver Lake Funds have the right, under an agreement with Dell Technologies and other Dell Technologies stockholders, to approve the sale by Dell Technologies or specified subsidiaries of Dell Technologies of any shares of common stock of the Issuer held by them. As a result of the relationships and contractual provisions described above and in footnotes (2), (3) and (4) above, each of the Reporting Persons may be deemed to beneficially own securities of the Issuer held by EMC Equity Assets LLC and EMC.

F6 · ownership.nature: This filing shall not be deemed an admission that the Silver Lake Investors engaged in any transaction subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0000899243-17-012510 · doc4.xml · nonDerivative · entry 1

SLP Denali Co-Invest GP, L.L.C. · CIK 0001672569 · 10% owner

SLP Denali Co-Invest, L.P. · CIK 0001590159 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 33,423,094

F1 · price: The price per share paid for the Class A Common Stock sold in the reported transaction was calculated in the manner reported in the Form 4 filed by the Reporting Persons on April 4, 2017.

F2 · ownership.nature: The 666,354 shares of Class A Common Stock of VMware, Inc. (the "Issuer") sold in the reported transaction, which is expected to close on May 10, 2017, were held directly by EMC Equity Assets LLC, a direct wholly-owned subsidiary of EMC Corporation ("EMC"). Following the transaction, VMW Holdco LLC, a direct wholly-owned subsidiary of EMC, is the record holder of 20,000,000 of the 33,423,094 shares of Class A Common Stock reported in Column 5 of Table I, EMC is the record holder of 13,379,359 such shares, and EMC Equity Assets LLC is the record holder of the remainder of such shares.

F3 · ownership.nature: EMC is directly wholly-owned by Dell Inc., which in turn is indirectly wholly-owned by Dell Technologies Inc. ("Dell Technologies") through its directly held wholly-owned subsidiary Denali Intermediate Inc. Dell Technologies is owned by investors including Silver Lake Partners III, L.P. ("SLP III"), Silver Lake Technology Investors III, L.P. ("SLTI III"), Silver Lake Partners IV, L.P. ("SLP IV"), Silver Lake Technology Investors IV, L.P. ("SLTI IV") and SLP Denali Co-Invest, L.P. ("SLP Denali," and together with SLP III, SLTI III, SLP IV and SLTI IV, the "Silver Lake Funds").

F4 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of (i) SLTA III (GP), L.L.C. ("SLTA III GP"), which is the general partner of Silver Lake Technology Associates III, L.P. ("SLTA III"), which is the general partner of SLP III and SLTI III and the managing member of SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"), which is the general partner of SLP Denali and (ii) SLTA IV (GP), L.L.C. ("SLTA IV GP"), which is the general partner of Silver Lake Technology Associates IV, L.P. ("SLTA IV", and collectively with the Silver Lake Funds, SLP Denali GP, SLTA III, SLTA III GP, SLTA IV GP and SLG, the "Silver Lake Investors"), which is the general partner of SLP IV and SLTI IV. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG.

F5 · ownership.nature: The Silver Lake Funds have the right, under an agreement with Dell Technologies and other Dell Technologies stockholders, to approve the sale by Dell Technologies or specified subsidiaries of Dell Technologies of any shares of common stock of the Issuer held by them. As a result of the relationships and contractual provisions described above and in footnotes (2), (3) and (4) above, each of the Reporting Persons may be deemed to beneficially own securities of the Issuer held by VMW Holdco LLC, EMC Equity Assets LLC and EMC.

F6 · ownership.nature: This filing shall not be deemed an admission that the Silver Lake Investors engaged in any transaction subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0000899243-17-009285 · doc4.xml · nonDerivative · entry 1

SLP Denali Co-Invest GP, L.L.C. · CIK 0001672569 · 10% owner

SLP Denali Co-Invest, L.P. · CIK 0001590159 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 34,089,448

F1 · price: Under the terms of a stock purchase agreement dated as of March 29, 2017, by and among Dell Technologies Inc. ("Dell Technologies"), EMC Equity Assets LLC, an indirect wholly-owned subsidiary of Dell Technologies, and VMware, Inc. (the "Issuer"), the final price per share will be determined based on the volume-weighted average per share price of the Class A Common Stock as reported on the New York Stock Exchange during a specified reference period, less a discount of 3.5% from that volume-weighted average per share price, and subject to adjustment in certain circumstances as set forth in the stock purchase agreement. The price per share will be set forth in an amendment to this Form 4 report.

F2 · ownership.nature: The 2,699,204 shares of Class A Common Stock of VMware, Inc. (the "Issuer") sold in the reported transaction, which is expected to close on April 5, 2017, were held directly by EMC Equity Assets LLC, a direct wholly-owned subsidiary of EMC Corporation ("EMC"). Following the transaction, EMC is the record holder of 33,439,359 of the 34,089,448 shares of Class A Common Stock reported in Column 5 of Table I, and EMC Equity Assets LLC is the record holder of the remainder of such shares.

F3 · ownership.nature: EMC is directly wholly-owned by Dell Inc., which in turn is indirectly wholly-owned by Dell Technologies through its directly held wholly-owned subsidiary Denali Intermediate Inc. Dell Technologies is owned by investors including Silver Lake Partners III, L.P. ("SLP III"), Silver Lake Technology Investors III, L.P. ("SLTI III"), Silver Lake Partners IV, L.P. ("SLP IV"), Silver Lake Technology Investors IV, L.P. ("SLTI IV") and SLP Denali Co-Invest, L.P. ("SLP Denali," and together with SLP III, SLTI III, SLP IV and SLTI IV, the "Silver Lake Funds").

F4 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of (i) SLTA III (GP), L.L.C. ("SLTA III GP"), which is the general partner of Silver Lake Technology Associates III, L.P. ("SLTA III"), which is the general partner of SLP III and SLTI III and the managing member of SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"), which is the general partner of SLP Denali and (ii) SLTA IV (GP), L.L.C. ("SLTA IV GP"), which is the general partner of Silver Lake Technology Associates IV, L.P. ("SLTA IV", and collectively with the Silver Lake Funds, SLP Denali GP, SLTA III, SLTA III GP, SLTA IV GP and SLG, the "Silver Lake Investors"), which is the general partner of SLP IV and SLTI IV. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG.

F5 · ownership.nature: The Silver Lake Funds have the right, under an agreement with Dell Technologies and other Dell Technologies stockholders, to approve the sale by Dell Technologies or specified subsidiaries of Dell Technologies of any shares of common stock of the Issuer held by them. As a result of the relationships and contractual provisions described above and in footnotes (2), (3) and (4) above, each of the Reporting Persons may be deemed to beneficially own securities of the Issuer held by EMC Equity Assets LLC and EMC.

F6 · ownership.nature: This filing shall not be deemed an admission that the Silver Lake Investors engaged in any transaction subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0000899243-17-012497 · doc4a.xml · nonDerivative · entry 1

SLP Denali Co-Invest GP, L.L.C. · CIK 0001672569 · 10% owner

SLP Denali Co-Invest, L.P. · CIK 0001590159 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 34,089,448

F1 · price: This Form 4/A is being filed to provide the final price per share paid for the Class A Common Stock in the transaction reported in the Form 4 filed by the Reporting Persons on April 4, 2017, which was calculated in the manner described therein. The Reporting Persons are also filing a separate Form 4 reporting the additional shares of Class A Common Stock to be delivered in an additional closing to the transaction described in the initial Form 4, which is expected to close on May 10, 2017.

F2 · ownership.nature: The 2,699,204 shares of Class A Common Stock of VMware, Inc. (the "Issuer") sold in the reported transaction, which closed on April 5, 2017, were held directly by EMC Equity Assets LLC, a direct wholly-owned subsidiary of EMC Corporation ("EMC"). Following the transaction, EMC is the record holder of 33,439,359 of the 34,089,448 shares of Class A Common Stock reported in Column 5 of Table I and EMC Equity Assets LLC is the record holder of the remainder of such shares.

F3 · ownership.nature: EMC is directly wholly-owned by Dell Inc., which in turn is indirectly wholly-owned by Dell Technologies Inc. ("Dell Technologies") through its directly held wholly-owned subsidiary Denali Intermediate Inc. Dell Technologies is owned by investors including Silver Lake Partners III, L.P. ("SLP III"), Silver Lake Technology Investors III, L.P. ("SLTI III"), Silver Lake Partners IV, L.P. ("SLP IV"), Silver Lake Technology Investors IV, L.P. ("SLTI IV") and SLP Denali Co-Invest, L.P. ("SLP Denali," and together with SLP III, SLTI III, SLP IV and SLTI IV, the "Silver Lake Funds").

F4 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of (i) SLTA III (GP), L.L.C. ("SLTA III GP"), which is the general partner of Silver Lake Technology Associates III, L.P. ("SLTA III"), which is the general partner of SLP III and SLTI III and the managing member of SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"), which is the general partner of SLP Denali and (ii) SLTA IV (GP), L.L.C. ("SLTA IV GP"), which is the general partner of Silver Lake Technology Associates IV, L.P. ("SLTA IV", and collectively with the Silver Lake Funds, SLP Denali GP, SLTA III, SLTA III GP, SLTA IV GP and SLG, the "Silver Lake Investors"), which is the general partner of SLP IV and SLTI IV. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG.

F5 · ownership.nature: The Silver Lake Funds have the right, under an agreement with Dell Technologies and other Dell Technologies stockholders, to approve the sale by Dell Technologies or specified subsidiaries of Dell Technologies of any shares of common stock of the Issuer held by them. As a result of the relationships and contractual provisions described above and in footnotes (2), (3) and (4) above, each of the Reporting Persons may be deemed to beneficially own securities of the Issuer held by EMC Equity Assets LLC and EMC.

F6 · ownership.nature: This filing shall not be deemed an admission that the Silver Lake Investors engaged in any transaction subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0000899243-17-003528 · doc4.xml · nonDerivative · entry 1

SLP Denali Co-Invest GP, L.L.C. · CIK 0001672569 · 10% owner

SLP Denali Co-Invest, L.P. · CIK 0001590159 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 36,788,652

F1 · price: The price per share paid for the Class A Common Stock sold in the reported transaction was calculated in the manner reported in the Form 4 filed by the Reporting Persons on December 20, 2016.

F2 · ownership.nature: The 1,461,514 shares of Class A Common Stock of VMware, Inc. (the "Issuer") sold in the reported transaction, which is expected to close on February 15, 2017, were held directly by EMC Equity Assets LLC, a direct wholly-owned subsidiary of EMC Corporation ("EMC"). Following the transaction, EMC is the record holder of 35,139,359 of the 36,788,652 shares of Class A Common Stock reported in Column 5 of Table I, and EMC Equity Assets LLC is the record holder of the remainder of such shares.

F3 · ownership.nature: EMC is directly wholly-owned by Dell Inc., which in turn is indirectly wholly-owned by Dell Technologies Inc. ("Dell Technologies") through its directly held wholly-owned subsidiary Denali Intermediate Inc. Dell Technologies is owned by investors including Silver Lake Partners III, L.P. ("SLP III"), Silver Lake Technology Investors III, L.P. ("SLTI III"), Silver Lake Partners IV, L.P. ("SLP IV"), Silver Lake Technology Investors IV, L.P. ("SLTI IV") and SLP Denali Co-Invest, L.P. ("SLP Denali," and together with SLP III, SLTI III, SLP IV and SLTI IV, the "Silver Lake Funds").

F4 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of (i) SLTA III (GP), L.L.C. ("SLTA III GP"), which is the general partner of Silver Lake Technology Associates III, L.P. ("SLTA III"), which is the general partner of SLP III and SLTI III and the managing member of SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"), which is the general partner of SLP Denali and (ii) SLTA IV (GP), L.L.C. ("SLTA IV GP"), which is the general partner of Silver Lake Technology Associates IV, L.P. ("SLTA IV", and collectively with the Silver Lake Funds, SLP Denali GP, SLTA III, SLTA III GP, SLTA IV GP and SLG, the "Silver Lake Investors"), which is the general partner of SLP IV and SLTI IV. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG and as a member of the investment committees of SLTA III GP and SLTA IV GP.

F5 · ownership.nature: The Silver Lake Funds have the right, under an agreement with Dell Technologies and other Dell Technologies stockholders, to approve the sale by Dell Technologies or specified subsidiaries of Dell Technologies of any shares of common stock of the Issuer held by them. As a result of the relationships and contractual provisions described above and in footnotes (2), (3) and (4) above, each of the Reporting Persons may be deemed to beneficially own securities of the Issuer held by EMC Equity Assets LLC and EMC.

F6 · ownership.nature: This filing shall not be deemed an admission that the Silver Lake Investors engaged in any transaction subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0000899243-16-036073 · doc4.xml · nonDerivative · entry 1

SLP Denali Co-Invest GP, L.L.C. · CIK 0001672569 · 10% owner

SLP Denali Co-Invest, L.P. · CIK 0001590159 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 38,250,166

F1 · price: Under the terms of a stock purchase agreement dated as of December 15, 2016, by and among Dell Technologies Inc. ("Dell Technologies"), EMC Equity Assets LLC, an indirect wholly-owned subsidiary of Dell Technologies, and VMware, Inc. (the "Issuer"), the final price per share will be determined based on the volume-weighted average per share price of the Class A Common Stock as reported on the New York Stock Exchange during a specified reference period, less a discount of 3.5% from that volume-weighted average per share price, and subject to adjustment in certain circumstances as set forth in the stock purchase agreement. The price per share will be set forth in an amendment to this Form 4 report.

F2 · ownership.nature: The 4,775,142 shares of Class A Common Stock sold in the reported transaction, which is expected to close on December 22, 2016, were held directly by EMC Equity Assets LLC, a direct wholly-owned subsidiary of EMC Corporation ("EMC"). EMC is the record holder of 35,139,359 of the 38,250,166 shares of Class A Common Stock reported in Column 5 of Table I, and EMC Equity Assets LLC is the record holder of the remainder of such shares. EMC is directly wholly-owned by Dell Inc., which in turn is indirectly wholly-owned by Dell Technologies through its directly held wholly-owned subsidiary Denali Intermediate Inc. Dell Technologies is owned by investors including Silver Lake Partners III, L.P. ("SLP III"), Silver Lake Technology Investors III, L.P. ("SLTI III"), Silver Lake Partners IV, L.P. ("SLP IV"), Silver Lake Technology Investors IV, L.P. ("SLTI IV") and SLP Denali Co-Invest, L.P. ("SLP Denali," and together with SLP III, SLTI III, SLP IV and SLTI IV, the "Silver Lake Funds").

F3 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of (i) SLTA III (GP), L.L.C. ("SLTA III GP"), which is the general partner of Silver Lake Technology Associates III, L.P. ("SLTA III"), which is the general partner of SLP III and SLTI III and the managing member of SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"), which is the general partner of SLP Denali and (ii) SLTA IV (GP), L.L.C. ("SLTA IV GP"), which is the general partner of Silver Lake Technology Associates IV, L.P. ("SLTA IV", and collectively with the Silver Lake Funds, SLP Denali GP, SLTA III, SLTA III GP, SLTA IV GP and SLG, the "Silver Lake Investors"), which is the general partner of SLP IV and SLTI IV. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG and as a member of the investment committees of SLTA III GP and SLTA IV GP.

F4 · ownership.nature: The Silver Lake Funds have the right, under an agreement with Dell Technologies and other Dell Technologies stockholders, to approve the sale by Dell Technologies or specified subsidiaries of Dell Technologies of any shares of common stock of the Issuer held by them. As a result of the relationships and contractual provisions described above and in footnotes (2) and (3) above, each of the Reporting Persons may be deemed to beneficially own securities of the Issuer held by EMC Equity Assets LLC and EMC.

F5 · ownership.nature: This filing shall not be deemed an admission that the Silver Lake Investors engaged in any transaction subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0000899243-17-003507 · doc4a.xml · nonDerivative · entry 1

SLP Denali Co-Invest GP, L.L.C. · CIK 0001672569 · 10% owner

SLP Denali Co-Invest, L.P. · CIK 0001590159 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 38,250,166

F1 · price: This Form 4/A is being filed to provide the final price per share paid for the Class A Common Stock in the transaction reported in the Form 4 filed by the Reporting Persons on December 20, 2016, which was calculated in the manner described therein. The Reporting Persons are also filing a separate Form 4 reporting the additional shares of Class A Common Stock to be delivered in an additional closing to the transaction described in the initial Form 4, which is expected to close on February 15, 2017.

F2 · ownership.nature: The 4,775,142 shares of Class A Common Stock of VMware, Inc. (the "Issuer") sold in the reported transaction, which closed on December 22, 2016, were held directly by EMC Equity Assets LLC, a direct wholly-owned subsidiary of EMC Corporation ("EMC"). Following the transaction reported herein, EMC is the record holder of 35,139,359 of the 38,250,166 shares of Class A Common Stock reported in Column 5 of Table I, and EMC Equity Assets LLC is the record holder of the remainder of such shares.

F3 · ownership.nature: EMC is directly wholly-owned by Dell Inc., which in turn is indirectly wholly-owned by Dell Technologies Inc. ("Dell Technologies") through its directly held wholly-owned subsidiary Denali Intermediate Inc. Dell Technologies is owned by investors including Silver Lake Partners III, L.P. ("SLP III"), Silver Lake Technology Investors III, L.P. ("SLTI III"), Silver Lake Partners IV, L.P. ("SLP IV"), Silver Lake Technology Investors IV, L.P. ("SLTI IV") and SLP Denali Co-Invest, L.P. ("SLP Denali," and together with SLP III, SLTI III, SLP IV and SLTI IV, the "Silver Lake Funds").

F4 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of (i) SLTA III (GP), L.L.C. ("SLTA III GP"), which is the general partner of Silver Lake Technology Associates III, L.P. ("SLTA III"), which is the general partner of SLP III and SLTI III and the managing member of SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"), which is the general partner of SLP Denali and (ii) SLTA IV (GP), L.L.C. ("SLTA IV GP"), which is the general partner of Silver Lake Technology Associates IV, L.P. ("SLTA IV", and collectively with the Silver Lake Funds, SLP Denali GP, SLTA III, SLTA III GP, SLTA IV GP and SLG, the "Silver Lake Investors"), which is the general partner of SLP IV and SLTI IV. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG and as a member of the investment committees of SLTA III GP and SLTA IV GP.

F5 · ownership.nature: The Silver Lake Funds have the right, under an agreement with Dell Technologies and other Dell Technologies stockholders, to approve the sale by Dell Technologies or specified subsidiaries of Dell Technologies of any shares of common stock of the Issuer held by them. As a result of the relationships and contractual provisions described above and in footnotes (2), (3) and (4) above, each of the Reporting Persons may be deemed to beneficially own securities of the Issuer held by EMC Equity Assets LLC and EMC.

F6 · ownership.nature: This filing shall not be deemed an admission that the Silver Lake Investors engaged in any transaction subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0000899243-16-028763 · doc4.xml · derivative · entry 3

SLP Denali Co-Invest GP, L.L.C. · CIK 0001672569 · Director

SLP Denali Co-Invest, L.P. · CIK 0001590159 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLP Denali Co-Invest, L.P.

Disclosed balance after: 35,301,641

Underlying: Class C Common Stock · 9,847,096 shares

Expires not disclosed

F4 · derivative.exercise_price: Each share of Class B Common Stock is convertible into one share of Class C Common Stock at any time, at the election of the holder, and has no expiration date.

F5 · kind: Represents shares of Class B Common Stock purchased from the Issuer in connection with the Issuer's acquisition of EMC Corporation.

F4 · derivative.exercise_date: Each share of Class B Common Stock is convertible into one share of Class C Common Stock at any time, at the election of the holder, and has no expiration date.

F4 · derivative.expiration_date: Each share of Class B Common Stock is convertible into one share of Class C Common Stock at any time, at the election of the holder, and has no expiration date.

F2 · ownership.nature: These securities are directly held by SLP Denali Co-Invest, L.P. ("SLP Denali"). The general partner of SLP Denali is SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"). The managing member of SLP Denali GP is Silver Lake Technology Associates III, L.P. ("SLTA III"), and the general partner of SLTA III is SLTA III (GP), L.L.C. ("SLTA III GP").

F3 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG and as a member of the investment committee of SLTA III GP. Each of SLP Denali and SLP Denali GP may be deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that either of them is a director by deputization nor that the Reporting Persons are otherwise subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0000899243-16-028763 · doc4.xml · derivative · entry 2

SLP Denali Co-Invest GP, L.L.C. · CIK 0001672569 · Director

SLP Denali Co-Invest, L.P. · CIK 0001590159 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLP Denali Co-Invest, L.P.

Disclosed balance after: 25,454,545

Underlying: Class C Common Stock · 25,454,545 shares

Expires not disclosed

F4 · derivative.exercise_price: Each share of Class B Common Stock is convertible into one share of Class C Common Stock at any time, at the election of the holder, and has no expiration date.

F1 · kind: Pursuant to a reclassification exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rules 16b-3 and 16b-7 promulgated thereunder, each share of Series B Common Stock, par value $0.01 per share, was automatically reclassified into one share of Class B Common Stock, par value $0.01 per share upon the filing and effectiveness of the Fourth Amended and Restated Certificate of Incorporation of Dell Technologies Inc. (the "Issuer").

F1 · price: Pursuant to a reclassification exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rules 16b-3 and 16b-7 promulgated thereunder, each share of Series B Common Stock, par value $0.01 per share, was automatically reclassified into one share of Class B Common Stock, par value $0.01 per share upon the filing and effectiveness of the Fourth Amended and Restated Certificate of Incorporation of Dell Technologies Inc. (the "Issuer").

F4 · derivative.exercise_date: Each share of Class B Common Stock is convertible into one share of Class C Common Stock at any time, at the election of the holder, and has no expiration date.

F4 · derivative.expiration_date: Each share of Class B Common Stock is convertible into one share of Class C Common Stock at any time, at the election of the holder, and has no expiration date.

F2 · ownership.nature: These securities are directly held by SLP Denali Co-Invest, L.P. ("SLP Denali"). The general partner of SLP Denali is SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"). The managing member of SLP Denali GP is Silver Lake Technology Associates III, L.P. ("SLTA III"), and the general partner of SLTA III is SLTA III (GP), L.L.C. ("SLTA III GP").

F3 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG and as a member of the investment committee of SLTA III GP. Each of SLP Denali and SLP Denali GP may be deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that either of them is a director by deputization nor that the Reporting Persons are otherwise subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

SEC source: 0000899243-16-028763 · doc4.xml · nonDerivative · entry 1

SLP Denali Co-Invest GP, L.L.C. · CIK 0001672569 · Director

SLP Denali Co-Invest, L.P. · CIK 0001590159 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SLP Denali Co-Invest, L.P.

Disclosed balance after: 0

F1 · price: Pursuant to a reclassification exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rules 16b-3 and 16b-7 promulgated thereunder, each share of Series B Common Stock, par value $0.01 per share, was automatically reclassified into one share of Class B Common Stock, par value $0.01 per share upon the filing and effectiveness of the Fourth Amended and Restated Certificate of Incorporation of Dell Technologies Inc. (the "Issuer").

F2 · ownership.nature: These securities are directly held by SLP Denali Co-Invest, L.P. ("SLP Denali"). The general partner of SLP Denali is SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"). The managing member of SLP Denali GP is Silver Lake Technology Associates III, L.P. ("SLTA III"), and the general partner of SLTA III is SLTA III (GP), L.L.C. ("SLTA III GP").

F3 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG and as a member of the investment committee of SLTA III GP. Each of SLP Denali and SLP Denali GP may be deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that either of them is a director by deputization nor that the Reporting Persons are otherwise subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.