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Denali AIV Holdings, L.P.

Disclosed activity across 1 company

Tapewire entity
12025
SEC CIK
0001767063

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
Dell Technologies Inc.DELL · Entity 2822Director · 10% ownerFebruary 14, 2019February 19, 2019

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class B Common StockSEC Table II · derivative / convertible securityIndirectHeld through Silver Lake Partners III, L.P.0 Reported balance After 2019-02-14 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2019-02-14 · Other · Disposed 59,317,156 · Balance 0

F1: This Form 4 is being filed in connection with a previously announced transfer of shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), of Dell Technologies Inc. (the "Issuer") pursuant to which Silver Lake Partners V DE (AIV), L.P. ("SLP V") and its affiliated employee co-investment vehicle ("SLTI V", and collectively with SLP V, "Fund V") purchased $1.0 billion of Class B Common Stock from Silver Lake Partners III, L.P. ("SLP III") and its affiliated employee co-investment vehicle ("SLTI III" and collectively with SLP III, "Fund III").

F2: Following the purchase described above, and the reorganizational steps described herein, a new entity, SL SPV-2, L.P. ("SPV-2") continues to hold 39,047,589 shares of Class B Common Stock on behalf of certain Fund III investors, Silver Lake Partners IV, L.P. and its affiliated employee co-investment vehicle (collectively, "Fund IV") continue to hold all of their existing interest in the Issuer (40,084,313 shares of Class B Common Stock and 589,774 shares of Class B Common Stock, respectively), and SLP V and SLTI V hold 21,697,586 and 265,955 shares of Class B Common Stock, respectively. An additional 35,301,641 shares of Class B Common Stock are held by a separate co-invest vehicle controlled by Silver Lake, in which the Reporting Persons have no pecuniary interest.

F3: 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: As part of the fund-to-fund transaction described above, the shares of Class B Common Stock held by SLP III and SLTI III were first transferred to SPV-2 and SLP III and SLTI III each distributed their respective interests in SPV-2 to their respective partners and no longer beneficially own any shares of Class B Common Stock. Silver Lake Technology Associates III, L.P. ("SLTA III"), the general partner of each of SLP III and SLTI III distributed its pro rata interests further to its partners, including SLTA III (GP), L.L.C. ("SLTA III GP"), its general partner, which contributed its interest into a new entity, SLTA SPV-2, L.P. and distributed the interest in such entity further to its managing member, Silver Lake Group, L.L.C., which contributed such interest into a new entity, SLTA SPV-2 (GP), L.L.C.

F7: These shares of Class B Common Stock were directly held by SLP III. The general partner of SLP III is SLTA III and the general partner of SLTA III is SLTA III GP.

F11: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP and SLTA SPV GP. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG. Each of the entities described herein may be deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that any of them is a director by deputization 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.

Class B Common StockSEC Table II · derivative / convertible securityIndirectHeld through Silver Lake Technology Investors III, L.P.0 Reported balance After 2019-02-14 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2019-02-14 · Other · Disposed 1,693,974 · Balance 0

F1: This Form 4 is being filed in connection with a previously announced transfer of shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), of Dell Technologies Inc. (the "Issuer") pursuant to which Silver Lake Partners V DE (AIV), L.P. ("SLP V") and its affiliated employee co-investment vehicle ("SLTI V", and collectively with SLP V, "Fund V") purchased $1.0 billion of Class B Common Stock from Silver Lake Partners III, L.P. ("SLP III") and its affiliated employee co-investment vehicle ("SLTI III" and collectively with SLP III, "Fund III").

F2: Following the purchase described above, and the reorganizational steps described herein, a new entity, SL SPV-2, L.P. ("SPV-2") continues to hold 39,047,589 shares of Class B Common Stock on behalf of certain Fund III investors, Silver Lake Partners IV, L.P. and its affiliated employee co-investment vehicle (collectively, "Fund IV") continue to hold all of their existing interest in the Issuer (40,084,313 shares of Class B Common Stock and 589,774 shares of Class B Common Stock, respectively), and SLP V and SLTI V hold 21,697,586 and 265,955 shares of Class B Common Stock, respectively. An additional 35,301,641 shares of Class B Common Stock are held by a separate co-invest vehicle controlled by Silver Lake, in which the Reporting Persons have no pecuniary interest.

F3: 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: As part of the fund-to-fund transaction described above, the shares of Class B Common Stock held by SLP III and SLTI III were first transferred to SPV-2 and SLP III and SLTI III each distributed their respective interests in SPV-2 to their respective partners and no longer beneficially own any shares of Class B Common Stock. Silver Lake Technology Associates III, L.P. ("SLTA III"), the general partner of each of SLP III and SLTI III distributed its pro rata interests further to its partners, including SLTA III (GP), L.L.C. ("SLTA III GP"), its general partner, which contributed its interest into a new entity, SLTA SPV-2, L.P. and distributed the interest in such entity further to its managing member, Silver Lake Group, L.L.C., which contributed such interest into a new entity, SLTA SPV-2 (GP), L.L.C.

F8: These shares of Class B Common Stock were directly held by SLTI III. The general partner of SLTI III is SLTA III and the general partner of SLTA III is SLTA III GP.

F11: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP and SLTA SPV GP. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG. Each of the entities described herein may be deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that any of them is a director by deputization 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.

Class B Common StockSEC Table II · derivative / convertible securityIndirectHeld through SL SPV-2, L.P.39,047,589 Reported balance After 2019-02-14 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2019-02-14 · Other · Disposed 21,963,541 · Balance 39,047,589

F1: This Form 4 is being filed in connection with a previously announced transfer of shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), of Dell Technologies Inc. (the "Issuer") pursuant to which Silver Lake Partners V DE (AIV), L.P. ("SLP V") and its affiliated employee co-investment vehicle ("SLTI V", and collectively with SLP V, "Fund V") purchased $1.0 billion of Class B Common Stock from Silver Lake Partners III, L.P. ("SLP III") and its affiliated employee co-investment vehicle ("SLTI III" and collectively with SLP III, "Fund III").

F2: Following the purchase described above, and the reorganizational steps described herein, a new entity, SL SPV-2, L.P. ("SPV-2") continues to hold 39,047,589 shares of Class B Common Stock on behalf of certain Fund III investors, Silver Lake Partners IV, L.P. and its affiliated employee co-investment vehicle (collectively, "Fund IV") continue to hold all of their existing interest in the Issuer (40,084,313 shares of Class B Common Stock and 589,774 shares of Class B Common Stock, respectively), and SLP V and SLTI V hold 21,697,586 and 265,955 shares of Class B Common Stock, respectively. An additional 35,301,641 shares of Class B Common Stock are held by a separate co-invest vehicle controlled by Silver Lake, in which the Reporting Persons have no pecuniary interest.

F3: 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: Following the distributions described in footnote (4) above, SPV-2 contributed the shares of Class B Common Stock to be sold to Fund V to a new entity, Denali AIV Holdings, L.P. ("Denali AIV") in which SPV-2 owned an interest and then distributed its interest in Denali AIV to certain investors in SPV-2 who were to receive cash proceeds in the sale of Class B Common Stock to Fund V. SLTA SPV-2, L.P., the general partner of SPV-2 further distributed the interests in Denali AIV it received to certain of its partners who were to receive cash proceeds in the sale.

F9: These shares of Class B Common Stock 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").

F11: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP and SLTA SPV GP. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG. Each of the entities described herein may be deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that any of them is a director by deputization 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.

Class B Common StockSEC Table II · derivative / convertible securityIndirectHeld through Denali AIV Holdings, L.P.0 Reported balance After 2019-02-14 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2019-02-14 · Sale · Disposed 21,963,541 · Balance 0

F1: This Form 4 is being filed in connection with a previously announced transfer of shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), of Dell Technologies Inc. (the "Issuer") pursuant to which Silver Lake Partners V DE (AIV), L.P. ("SLP V") and its affiliated employee co-investment vehicle ("SLTI V", and collectively with SLP V, "Fund V") purchased $1.0 billion of Class B Common Stock from Silver Lake Partners III, L.P. ("SLP III") and its affiliated employee co-investment vehicle ("SLTI III" and collectively with SLP III, "Fund III").

F2: Following the purchase described above, and the reorganizational steps described herein, a new entity, SL SPV-2, L.P. ("SPV-2") continues to hold 39,047,589 shares of Class B Common Stock on behalf of certain Fund III investors, Silver Lake Partners IV, L.P. and its affiliated employee co-investment vehicle (collectively, "Fund IV") continue to hold all of their existing interest in the Issuer (40,084,313 shares of Class B Common Stock and 589,774 shares of Class B Common Stock, respectively), and SLP V and SLTI V hold 21,697,586 and 265,955 shares of Class B Common Stock, respectively. An additional 35,301,641 shares of Class B Common Stock are held by a separate co-invest vehicle controlled by Silver Lake, in which the Reporting Persons have no pecuniary interest.

F3: 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.

F6: Following the distributions and contributions described above, Denali AIV sold 21,963,541 shares of Class B Common Stock to SLP V and SLTI V, which purchased 21,697,586 and 265,955 shares of Class B Common Stock, respectively, in each case, at a price determined by reference to a volume weighted average price per share over a reference period of 15 trading days beginning on January 11, 2019, equal to $45.53 per share.

F10: These shares of Class B Common Stock were directly held by Denali AIV and were subsequently sold to Fund V, as described above. Following such sale, Denali AIV holds zero shares of Class B Common Stock. The general partner of Denali AIV is SLTA SPV and the general partner of SLTA SPV is SLTA SPV GP.

F11: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP and SLTA SPV GP. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG. Each of the entities described herein may be deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that any of them is a director by deputization 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.

Filing footnotes · ownership attribution and instrument terms

F1: This Form 4 is being filed in connection with a previously announced transfer of shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), of Dell Technologies Inc. (the "Issuer") pursuant to which Silver Lake Partners V DE (AIV), L.P. ("SLP V") and its affiliated employee co-investment vehicle ("SLTI V", and collectively with SLP V, "Fund V") purchased $1.0 billion of Class B Common Stock from Silver Lake Partners III, L.P. ("SLP III") and its affiliated employee co-investment vehicle ("SLTI III" and collectively with SLP III, "Fund III").

F2: Following the purchase described above, and the reorganizational steps described herein, a new entity, SL SPV-2, L.P. ("SPV-2") continues to hold 39,047,589 shares of Class B Common Stock on behalf of certain Fund III investors, Silver Lake Partners IV, L.P. and its affiliated employee co-investment vehicle (collectively, "Fund IV") continue to hold all of their existing interest in the Issuer (40,084,313 shares of Class B Common Stock and 589,774 shares of Class B Common Stock, respectively), and SLP V and SLTI V hold 21,697,586 and 265,955 shares of Class B Common Stock, respectively. An additional 35,301,641 shares of Class B Common Stock are held by a separate co-invest vehicle controlled by Silver Lake, in which the Reporting Persons have no pecuniary interest.

F3: 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: As part of the fund-to-fund transaction described above, the shares of Class B Common Stock held by SLP III and SLTI III were first transferred to SPV-2 and SLP III and SLTI III each distributed their respective interests in SPV-2 to their respective partners and no longer beneficially own any shares of Class B Common Stock. Silver Lake Technology Associates III, L.P. ("SLTA III"), the general partner of each of SLP III and SLTI III distributed its pro rata interests further to its partners, including SLTA III (GP), L.L.C. ("SLTA III GP"), its general partner, which contributed its interest into a new entity, SLTA SPV-2, L.P. and distributed the interest in such entity further to its managing member, Silver Lake Group, L.L.C., which contributed such interest into a new entity, SLTA SPV-2 (GP), L.L.C.

F5: Following the distributions described in footnote (4) above, SPV-2 contributed the shares of Class B Common Stock to be sold to Fund V to a new entity, Denali AIV Holdings, L.P. ("Denali AIV") in which SPV-2 owned an interest and then distributed its interest in Denali AIV to certain investors in SPV-2 who were to receive cash proceeds in the sale of Class B Common Stock to Fund V. SLTA SPV-2, L.P., the general partner of SPV-2 further distributed the interests in Denali AIV it received to certain of its partners who were to receive cash proceeds in the sale.

F6: Following the distributions and contributions described above, Denali AIV sold 21,963,541 shares of Class B Common Stock to SLP V and SLTI V, which purchased 21,697,586 and 265,955 shares of Class B Common Stock, respectively, in each case, at a price determined by reference to a volume weighted average price per share over a reference period of 15 trading days beginning on January 11, 2019, equal to $45.53 per share.

F7: These shares of Class B Common Stock were directly held by SLP III. The general partner of SLP III is SLTA III and the general partner of SLTA III is SLTA III GP.

F8: These shares of Class B Common Stock were directly held by SLTI III. The general partner of SLTI III is SLTA III and the general partner of SLTA III is SLTA III GP.

F9: These shares of Class B Common Stock 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").

F10: These shares of Class B Common Stock were directly held by Denali AIV and were subsequently sold to Fund V, as described above. Following such sale, Denali AIV holds zero shares of Class B Common Stock. The general partner of Denali AIV is SLTA SPV and the general partner of SLTA SPV is SLTA SPV GP.

F11: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP and SLTA SPV GP. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG. Each of the entities described herein may be deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that any of them is a director by deputization 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.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
February 14, 2019 Filed Feb 19, 2019 11:12 UTC Dell Technologies Inc. DELL · Entity 2822 SaleClass B Common Stock · Derivative 21,963,541 $45.53 $1,000,000,021.73
Disclosure

SEC source: 0000899243-19-003923 · doc4.xml · derivative · entry 4

Silver Lake Partners III LP · CIK 0001387096 · Director · 10% owner

SLTA III (GP), L.L.C. · CIK 0001491808 · Director · 10% owner

Silver Lake Technology Associates III, L.P. · CIK 0001491809 · Director · 10% owner

Silver Lake Technology Investors III, L.P. · CIK 0001637683 · Director · 10% owner

SLTA SPV-2 (GP), L.L.C. · CIK 0001767116 · Director · 10% owner

SLTA SPV-2, L.P. · CIK 0001767115 · Director · 10% owner

SL SPV-2, L.P. · CIK 0001767114 · Director · 10% owner

Denali AIV Holdings, L.P. · CIK 0001767063 · Director · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through Denali AIV Holdings, L.P.

Disclosed balance after: 0

Underlying: Class C Common Stock · 21,963,541 shares

Expires not disclosed

F1 · security: This Form 4 is being filed in connection with a previously announced transfer of shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), of Dell Technologies Inc. (the "Issuer") pursuant to which Silver Lake Partners V DE (AIV), L.P. ("SLP V") and its affiliated employee co-investment vehicle ("SLTI V", and collectively with SLP V, "Fund V") purchased $1.0 billion of Class B Common Stock from Silver Lake Partners III, L.P. ("SLP III") and its affiliated employee co-investment vehicle ("SLTI III" and collectively with SLP III, "Fund III").

F2 · security: Following the purchase described above, and the reorganizational steps described herein, a new entity, SL SPV-2, L.P. ("SPV-2") continues to hold 39,047,589 shares of Class B Common Stock on behalf of certain Fund III investors, Silver Lake Partners IV, L.P. and its affiliated employee co-investment vehicle (collectively, "Fund IV") continue to hold all of their existing interest in the Issuer (40,084,313 shares of Class B Common Stock and 589,774 shares of Class B Common Stock, respectively), and SLP V and SLTI V hold 21,697,586 and 265,955 shares of Class B Common Stock, respectively. An additional 35,301,641 shares of Class B Common Stock are held by a separate co-invest vehicle controlled by Silver Lake, in which the Reporting Persons have no pecuniary interest.

F3 · 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.

F6 · kind: Following the distributions and contributions described above, Denali AIV sold 21,963,541 shares of Class B Common Stock to SLP V and SLTI V, which purchased 21,697,586 and 265,955 shares of Class B Common Stock, respectively, in each case, at a price determined by reference to a volume weighted average price per share over a reference period of 15 trading days beginning on January 11, 2019, equal to $45.53 per share.

F6 · price: Following the distributions and contributions described above, Denali AIV sold 21,963,541 shares of Class B Common Stock to SLP V and SLTI V, which purchased 21,697,586 and 265,955 shares of Class B Common Stock, respectively, in each case, at a price determined by reference to a volume weighted average price per share over a reference period of 15 trading days beginning on January 11, 2019, equal to $45.53 per share.

F3 · 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.

F3 · 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.

F10 · ownership.nature: These shares of Class B Common Stock were directly held by Denali AIV and were subsequently sold to Fund V, as described above. Following such sale, Denali AIV holds zero shares of Class B Common Stock. The general partner of Denali AIV is SLTA SPV and the general partner of SLTA SPV is SLTA SPV GP.

F11 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP and SLTA SPV GP. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG. Each of the entities described herein may be deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that any of them is a director by deputization 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.

Read SEC document
February 14, 2019 Filed Feb 19, 2019 11:12 UTC Dell Technologies Inc. DELL · Entity 2822 OtherClass B Common Stock · Derivative 21,963,541 $0.00 $0.00
Disclosure

SEC source: 0000899243-19-003923 · doc4.xml · derivative · entry 3

Silver Lake Partners III LP · CIK 0001387096 · Director · 10% owner

SLTA III (GP), L.L.C. · CIK 0001491808 · Director · 10% owner

Silver Lake Technology Associates III, L.P. · CIK 0001491809 · Director · 10% owner

Silver Lake Technology Investors III, L.P. · CIK 0001637683 · Director · 10% owner

SLTA SPV-2 (GP), L.L.C. · CIK 0001767116 · Director · 10% owner

SLTA SPV-2, L.P. · CIK 0001767115 · Director · 10% owner

SL SPV-2, L.P. · CIK 0001767114 · Director · 10% owner

Denali AIV Holdings, L.P. · CIK 0001767063 · Director · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through SL SPV-2, L.P.

Disclosed balance after: 39,047,589

Underlying: Class C Common Stock · 21,963,541 shares

Expires not disclosed

F1 · security: This Form 4 is being filed in connection with a previously announced transfer of shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), of Dell Technologies Inc. (the "Issuer") pursuant to which Silver Lake Partners V DE (AIV), L.P. ("SLP V") and its affiliated employee co-investment vehicle ("SLTI V", and collectively with SLP V, "Fund V") purchased $1.0 billion of Class B Common Stock from Silver Lake Partners III, L.P. ("SLP III") and its affiliated employee co-investment vehicle ("SLTI III" and collectively with SLP III, "Fund III").

F2 · security: Following the purchase described above, and the reorganizational steps described herein, a new entity, SL SPV-2, L.P. ("SPV-2") continues to hold 39,047,589 shares of Class B Common Stock on behalf of certain Fund III investors, Silver Lake Partners IV, L.P. and its affiliated employee co-investment vehicle (collectively, "Fund IV") continue to hold all of their existing interest in the Issuer (40,084,313 shares of Class B Common Stock and 589,774 shares of Class B Common Stock, respectively), and SLP V and SLTI V hold 21,697,586 and 265,955 shares of Class B Common Stock, respectively. An additional 35,301,641 shares of Class B Common Stock are held by a separate co-invest vehicle controlled by Silver Lake, in which the Reporting Persons have no pecuniary interest.

F3 · 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: Following the distributions described in footnote (4) above, SPV-2 contributed the shares of Class B Common Stock to be sold to Fund V to a new entity, Denali AIV Holdings, L.P. ("Denali AIV") in which SPV-2 owned an interest and then distributed its interest in Denali AIV to certain investors in SPV-2 who were to receive cash proceeds in the sale of Class B Common Stock to Fund V. SLTA SPV-2, L.P., the general partner of SPV-2 further distributed the interests in Denali AIV it received to certain of its partners who were to receive cash proceeds in the sale.

F5 · price: Following the distributions described in footnote (4) above, SPV-2 contributed the shares of Class B Common Stock to be sold to Fund V to a new entity, Denali AIV Holdings, L.P. ("Denali AIV") in which SPV-2 owned an interest and then distributed its interest in Denali AIV to certain investors in SPV-2 who were to receive cash proceeds in the sale of Class B Common Stock to Fund V. SLTA SPV-2, L.P., the general partner of SPV-2 further distributed the interests in Denali AIV it received to certain of its partners who were to receive cash proceeds in the sale.

F3 · 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.

F3 · 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.

F9 · ownership.nature: These shares of Class B Common Stock 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").

F11 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP and SLTA SPV GP. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG. Each of the entities described herein may be deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that any of them is a director by deputization 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.

Read SEC document
February 14, 2019 Filed Feb 19, 2019 11:12 UTC Dell Technologies Inc. DELL · Entity 2822 OtherClass B Common Stock · Derivative 1,693,974 $0.00 $0.00
Disclosure

SEC source: 0000899243-19-003923 · doc4.xml · derivative · entry 2

Silver Lake Partners III LP · CIK 0001387096 · Director · 10% owner

SLTA III (GP), L.L.C. · CIK 0001491808 · Director · 10% owner

Silver Lake Technology Associates III, L.P. · CIK 0001491809 · Director · 10% owner

Silver Lake Technology Investors III, L.P. · CIK 0001637683 · Director · 10% owner

SLTA SPV-2 (GP), L.L.C. · CIK 0001767116 · Director · 10% owner

SLTA SPV-2, L.P. · CIK 0001767115 · Director · 10% owner

SL SPV-2, L.P. · CIK 0001767114 · Director · 10% owner

Denali AIV Holdings, L.P. · CIK 0001767063 · Director · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through Silver Lake Technology Investors III, L.P.

Disclosed balance after: 0

Underlying: Class C Common Stock · 1,693,974 shares

Expires not disclosed

F1 · security: This Form 4 is being filed in connection with a previously announced transfer of shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), of Dell Technologies Inc. (the "Issuer") pursuant to which Silver Lake Partners V DE (AIV), L.P. ("SLP V") and its affiliated employee co-investment vehicle ("SLTI V", and collectively with SLP V, "Fund V") purchased $1.0 billion of Class B Common Stock from Silver Lake Partners III, L.P. ("SLP III") and its affiliated employee co-investment vehicle ("SLTI III" and collectively with SLP III, "Fund III").

F2 · security: Following the purchase described above, and the reorganizational steps described herein, a new entity, SL SPV-2, L.P. ("SPV-2") continues to hold 39,047,589 shares of Class B Common Stock on behalf of certain Fund III investors, Silver Lake Partners IV, L.P. and its affiliated employee co-investment vehicle (collectively, "Fund IV") continue to hold all of their existing interest in the Issuer (40,084,313 shares of Class B Common Stock and 589,774 shares of Class B Common Stock, respectively), and SLP V and SLTI V hold 21,697,586 and 265,955 shares of Class B Common Stock, respectively. An additional 35,301,641 shares of Class B Common Stock are held by a separate co-invest vehicle controlled by Silver Lake, in which the Reporting Persons have no pecuniary interest.

F3 · 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.

F4 · kind: As part of the fund-to-fund transaction described above, the shares of Class B Common Stock held by SLP III and SLTI III were first transferred to SPV-2 and SLP III and SLTI III each distributed their respective interests in SPV-2 to their respective partners and no longer beneficially own any shares of Class B Common Stock. Silver Lake Technology Associates III, L.P. ("SLTA III"), the general partner of each of SLP III and SLTI III distributed its pro rata interests further to its partners, including SLTA III (GP), L.L.C. ("SLTA III GP"), its general partner, which contributed its interest into a new entity, SLTA SPV-2, L.P. and distributed the interest in such entity further to its managing member, Silver Lake Group, L.L.C., which contributed such interest into a new entity, SLTA SPV-2 (GP), L.L.C.

F4 · price: As part of the fund-to-fund transaction described above, the shares of Class B Common Stock held by SLP III and SLTI III were first transferred to SPV-2 and SLP III and SLTI III each distributed their respective interests in SPV-2 to their respective partners and no longer beneficially own any shares of Class B Common Stock. Silver Lake Technology Associates III, L.P. ("SLTA III"), the general partner of each of SLP III and SLTI III distributed its pro rata interests further to its partners, including SLTA III (GP), L.L.C. ("SLTA III GP"), its general partner, which contributed its interest into a new entity, SLTA SPV-2, L.P. and distributed the interest in such entity further to its managing member, Silver Lake Group, L.L.C., which contributed such interest into a new entity, SLTA SPV-2 (GP), L.L.C.

F3 · 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.

F3 · 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.

F8 · ownership.nature: These shares of Class B Common Stock were directly held by SLTI III. The general partner of SLTI III is SLTA III and the general partner of SLTA III is SLTA III GP.

F11 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP and SLTA SPV GP. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG. Each of the entities described herein may be deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that any of them is a director by deputization 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.

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February 14, 2019 Filed Feb 19, 2019 11:12 UTC Dell Technologies Inc. DELL · Entity 2822 OtherClass B Common Stock · Derivative 59,317,156 $0.00 $0.00
Disclosure

SEC source: 0000899243-19-003923 · doc4.xml · derivative · entry 1

Silver Lake Partners III LP · CIK 0001387096 · Director · 10% owner

SLTA III (GP), L.L.C. · CIK 0001491808 · Director · 10% owner

Silver Lake Technology Associates III, L.P. · CIK 0001491809 · Director · 10% owner

Silver Lake Technology Investors III, L.P. · CIK 0001637683 · Director · 10% owner

SLTA SPV-2 (GP), L.L.C. · CIK 0001767116 · Director · 10% owner

SLTA SPV-2, L.P. · CIK 0001767115 · Director · 10% owner

SL SPV-2, L.P. · CIK 0001767114 · Director · 10% owner

Denali AIV Holdings, L.P. · CIK 0001767063 · Director · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Held through Silver Lake Partners III, L.P.

Disclosed balance after: 0

Underlying: Class C Common Stock · 59,317,156 shares

Expires not disclosed

F1 · security: This Form 4 is being filed in connection with a previously announced transfer of shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), of Dell Technologies Inc. (the "Issuer") pursuant to which Silver Lake Partners V DE (AIV), L.P. ("SLP V") and its affiliated employee co-investment vehicle ("SLTI V", and collectively with SLP V, "Fund V") purchased $1.0 billion of Class B Common Stock from Silver Lake Partners III, L.P. ("SLP III") and its affiliated employee co-investment vehicle ("SLTI III" and collectively with SLP III, "Fund III").

F2 · security: Following the purchase described above, and the reorganizational steps described herein, a new entity, SL SPV-2, L.P. ("SPV-2") continues to hold 39,047,589 shares of Class B Common Stock on behalf of certain Fund III investors, Silver Lake Partners IV, L.P. and its affiliated employee co-investment vehicle (collectively, "Fund IV") continue to hold all of their existing interest in the Issuer (40,084,313 shares of Class B Common Stock and 589,774 shares of Class B Common Stock, respectively), and SLP V and SLTI V hold 21,697,586 and 265,955 shares of Class B Common Stock, respectively. An additional 35,301,641 shares of Class B Common Stock are held by a separate co-invest vehicle controlled by Silver Lake, in which the Reporting Persons have no pecuniary interest.

F3 · 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.

F4 · kind: As part of the fund-to-fund transaction described above, the shares of Class B Common Stock held by SLP III and SLTI III were first transferred to SPV-2 and SLP III and SLTI III each distributed their respective interests in SPV-2 to their respective partners and no longer beneficially own any shares of Class B Common Stock. Silver Lake Technology Associates III, L.P. ("SLTA III"), the general partner of each of SLP III and SLTI III distributed its pro rata interests further to its partners, including SLTA III (GP), L.L.C. ("SLTA III GP"), its general partner, which contributed its interest into a new entity, SLTA SPV-2, L.P. and distributed the interest in such entity further to its managing member, Silver Lake Group, L.L.C., which contributed such interest into a new entity, SLTA SPV-2 (GP), L.L.C.

F4 · price: As part of the fund-to-fund transaction described above, the shares of Class B Common Stock held by SLP III and SLTI III were first transferred to SPV-2 and SLP III and SLTI III each distributed their respective interests in SPV-2 to their respective partners and no longer beneficially own any shares of Class B Common Stock. Silver Lake Technology Associates III, L.P. ("SLTA III"), the general partner of each of SLP III and SLTI III distributed its pro rata interests further to its partners, including SLTA III (GP), L.L.C. ("SLTA III GP"), its general partner, which contributed its interest into a new entity, SLTA SPV-2, L.P. and distributed the interest in such entity further to its managing member, Silver Lake Group, L.L.C., which contributed such interest into a new entity, SLTA SPV-2 (GP), L.L.C.

F3 · 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.

F3 · 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.

F7 · ownership.nature: These shares of Class B Common Stock were directly held by SLP III. The general partner of SLP III is SLTA III and the general partner of SLTA III is SLTA III GP.

F11 · ownership.nature: Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP and SLTA SPV GP. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG. Each of the entities described herein may be deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that any of them is a director by deputization 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.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.