0000899243-19-003923.txt : 20190219 0000899243-19-003923.hdr.sgml : 20190219 20190219061244 ACCESSION NUMBER: 0000899243-19-003923 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190214 FILED AS OF DATE: 20190219 DATE AS OF CHANGE: 20190219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Partners III LP CENTRAL INDEX KEY: 0001387096 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37867 FILM NUMBER: 19613269 BUSINESS ADDRESS: STREET 1: 2775 Sand Hill Rd Ste 100 CITY: Menlo Park STATE: CA ZIP: 94025 MAIL ADDRESS: STREET 1: 2775 Sand Hill Rd Ste 100 CITY: Menlo Park STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLTA III (GP), L.L.C. CENTRAL INDEX KEY: 0001491808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37867 FILM NUMBER: 19613270 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE PARTNERS STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94205 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE PARTNERS STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Technology Associates III, L.P. CENTRAL INDEX KEY: 0001491809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37867 FILM NUMBER: 19613271 BUSINESS ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6502338120 MAIL ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Technology Investors III, L.P. CENTRAL INDEX KEY: 0001637683 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37867 FILM NUMBER: 19613272 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650)233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLTA SPV-2 (GP), L.L.C. CENTRAL INDEX KEY: 0001767116 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37867 FILM NUMBER: 19613273 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650)233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLTA SPV-2, L.P. CENTRAL INDEX KEY: 0001767115 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37867 FILM NUMBER: 19613274 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650)233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SL SPV-2, L.P. CENTRAL INDEX KEY: 0001767114 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37867 FILM NUMBER: 19613275 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650)233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Denali AIV Holdings, L.P. CENTRAL INDEX KEY: 0001767063 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37867 FILM NUMBER: 19613276 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650)233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Dell Technologies Inc CENTRAL INDEX KEY: 0001571996 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 800890963 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 BUSINESS ADDRESS: STREET 1: ONE DELL WAY CITY: ROUND ROCK STATE: TX ZIP: 78682 BUSINESS PHONE: 800-289-3355 MAIL ADDRESS: STREET 1: ONE DELL WAY CITY: ROUND ROCK STATE: TX ZIP: 78682 FORMER COMPANY: FORMER CONFORMED NAME: Denali Holding Inc. DATE OF NAME CHANGE: 20130313 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-02-14 0 0001571996 Dell Technologies Inc DELL 0001387096 Silver Lake Partners III LP C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001491808 SLTA III (GP), L.L.C. C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001491809 Silver Lake Technology Associates III, L.P. C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001637683 Silver Lake Technology Investors III, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 1 0 1 0 0001767116 SLTA SPV-2 (GP), L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001767115 SLTA SPV-2, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001767114 SL SPV-2, L.P. C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001767063 Denali AIV Holdings, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 1 0 1 0 Class B Common Stock 2019-02-14 4 J 0 59317156 0.00 D Class C Common Stock 59317156 0 I Held through Silver Lake Partners III, L.P. Class B Common Stock 2019-02-14 4 J 0 1693974 0.00 D Class C Common Stock 1693974 0 I Held through Silver Lake Technology Investors III, L.P. Class B Common Stock 2019-02-14 4 J 0 21963541 0.00 D Class C Common Stock 21963541 39047589 I Held through SL SPV-2, L.P. Class B Common Stock 2019-02-14 4 S 0 21963541 45.53 D Class C Common Stock 21963541 0 I Held through Denali AIV Holdings, L.P. 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"). 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. 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. 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. 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. 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. 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. 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. 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"). 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. 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. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Following the transactions described herein, each of SLP III, SLTI III and Denali AIV no longer beneficially own any securities, and as a result, this form is an "exit" form for such entities. By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C. 2019-02-19 By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., general partner of Silver Lake Technology Associates III, L.P. 2019-02-19 By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., general partner of Silver Lake Technology Associates III, L.P., general partner of Silver Lake Partners III, L.P. 2019-02-19 By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., general partner of Silver Lake Technology Associates III, L.P., general partner of Silver Lake Technology Investors III, L.P. 2019-02-19 By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA SPV-2 (GP), L.L.C. 2019-02-19 By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA SPV-2 (GP), L.L.C., general partner of SLTA SPV-2, L.P. 2019-02-19 By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA SPV-2 (GP), L.L.C., general partner of SLTA SPV-2, L.P., general partner of SL SPV-2, L.P. 2019-02-19 By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA SPV-2 (GP), L.L.C., general partner of SLTA SPV-2, L.P., general partner of Denali AIV Holdings, L.P. 2019-02-19