0000950170-24-076956.txt : 20240624
0000950170-24-076956.hdr.sgml : 20240624
20240624182545
ACCESSION NUMBER: 0000950170-24-076956
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240620
FILED AS OF DATE: 20240624
DATE AS OF CHANGE: 20240624
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SLTA V (GP), L.L.C.
CENTRAL INDEX KEY: 0001737652
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37867
FILM NUMBER: 241065718
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: Silver Lake Technology Investors V, L.P.
CENTRAL INDEX KEY: 0001735863
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37867
FILM NUMBER: 241065715
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: Silver Lake Partners V DE (AIV), L.P.
CENTRAL INDEX KEY: 0001737659
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37867
FILM NUMBER: 241065716
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: Silver Lake Technology Associates V, L.P.
CENTRAL INDEX KEY: 0001737657
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37867
FILM NUMBER: 241065717
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]
ORGANIZATION NAME: 06 Technology
IRS NUMBER: 800890963
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0131
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: Dell Technologies Inc
DATE OF NAME CHANGE: 20160825
FORMER COMPANY:
FORMER CONFORMED NAME: Denali Holding Inc.
DATE OF NAME CHANGE: 20130313
4
1
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2024-06-20
0001571996
Dell Technologies Inc.
DELL
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SLTA V (GP), L.L.C.
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2775 SAND HILL ROAD, SUITE 100
MENLO PARK
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0001737659
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2775 SAND HILL ROAD, SUITE 100
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CA
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true
false
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0001735863
Silver Lake Technology Investors V, L.P.
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2775 SAND HILL ROAD, SUITE 100
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CA
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Class C Common Stock
2024-06-20
4
M
false
471805
A
471805
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Held through SL SPV-2, L.P.
Class C Common Stock
2024-06-20
4
M
false
484331
A
484331
I
Held through Silver Lake Partners IV, L.P.
Class C Common Stock
2024-06-20
4
M
false
262168
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262168
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Held through Silver Lake Partners V DE (AIV), L.P.
Class C Common Stock
2024-06-20
4
M
false
7126
A
7126
I
Held through Silver Lake Technology Investors IV, L.P.
Class C Common Stock
2024-06-20
4
M
false
3213
A
3213
I
Held through Silver Lake Technology Investors V, L.P.
Class C Common Stock
2024-06-20
4
S
false
31433
150.45
D
440372
I
Held through SL SPV-2, L.P.
Class C Common Stock
2024-06-20
4
S
false
36107
150.45
D
448224
I
Held through Silver Lake Partners IV, L.P.
Class C Common Stock
2024-06-20
4
S
false
18442
150.45
D
243726
I
Held through Silver Lake Partners V DE (AIV), L.P.
Class C Common Stock
2024-06-20
4
S
false
687
150.45
D
6439
I
Held through Silver Lake Technology Investors IV, L.P.
Class C Common Stock
2024-06-20
4
S
false
310
150.45
D
2903
I
Held through Silver Lake Technology Investors V, L.P.
Class C Common Stock
2024-06-20
4
S
false
38123
151.51
D
402249
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Held through SL SPV-2, L.P.
Class C Common Stock
2024-06-20
4
S
false
43793
151.51
D
404431
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Held through Silver Lake Partners IV, L.P.
Class C Common Stock
2024-06-20
4
S
false
22368
151.51
D
221358
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Held through Silver Lake Partners V DE (AIV), L.P.
Class C Common Stock
2024-06-20
4
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false
834
151.51
D
5605
I
Held through Silver Lake Technology Investors IV, L.P.
Class C Common Stock
2024-06-20
4
S
false
376
151.51
D
2527
I
Held through Silver Lake Technology Investors V, L.P.
Class C Common Stock
2024-06-20
4
S
false
20149
152.54
D
382100
I
Held through SL SPV-2, L.P.
Class C Common Stock
2024-06-20
4
S
false
23146
152.54
D
381285
I
Held through Silver Lake Partners IV, L.P.
Class C Common Stock
2024-06-20
4
S
false
11822
152.54
D
209536
I
Held through Silver Lake Partners V DE (AIV), L.P.
Class C Common Stock
2024-06-20
4
S
false
440
152.54
D
5165
I
Held through Silver Lake Technology Investors IV, L.P.
Class C Common Stock
2024-06-20
4
S
false
199
152.54
D
2328
I
Held through Silver Lake Technology Investors V, L.P.
Class C Common Stock
119283
I
Held through SLTA SPV-2, L.P.
Class C Common Stock
70522
I
Held through Silver Lake Technology Associates V, L.P.
Class C Common Stock
4292
I
Held through Silver Lake Technology Associates IV, L.P.
Class C Common Stock
166473
I
Held through Silver Lake Group, L.L.C.
Class C Common Stock
1162
I
See footnote
Class C Common Stock
731612
D
Class C Common Stock
26794
I
See footnote
Class B Common Stock
2024-06-20
4
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false
471805
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Class C Common Stock
471805
26622841
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Held through SL SPV-2, L.P.
Class B Common Stock
2024-06-20
4
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false
484331
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Class C Common Stock
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Held through Silver Lake Partners IV, L.P.
Class B Common Stock
2024-06-20
4
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false
262168
0.00
D
Class C Common Stock
262168
14793522
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Held through Silver Lake Partners V DE (AIV), L.P.
Class B Common Stock
2024-06-20
4
M
false
7126
0.00
D
Class C Common Stock
7126
402111
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Held through Silver Lake Technology Investors IV, L.P.
Class B Common Stock
2024-06-20
4
M
false
3213
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Class C Common Stock
3213
181329
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Held through Silver Lake Technology Investors V, L.P.
SL SPV-2, L.P. ("SPV-2"), Silver Lake Partners IV, L.P. ("SLP IV") and Silver Lake Partners V DE (AIV), L.P. ("SLP V") and certain of their respective affiliates sold certain shares of Class C Common Stock, par value $0.01 per share ("Class C Common Stock") of Dell Technologies Inc. (the "Issuer") on June 20, 2024 and initiated in-kind distributions of shares of Class C Common Stock on June 21, 2024, which are being reported on a separate Form 4 filed on the date hereof. The receipt of shares of Class C Common Stock by each of the Reporting Persons was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
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 June 20, 2024, certain of the Reporting Persons converted shares of Class B Common Stock into an equal number of shares of Class C Common Stock in connection with the distributions and sales described in footnote (1) above.
These securities are directly held by SPV-2. The general partner of SPV-2 is SLTA SPV-2, L.P. ("SLTA SPV") and the general partner of SLTA SPV is SLTA SPV-2 (GP), L.L.C. ("SLTA SPV GP").
These securities are directly held by SLP IV. The general partner of SLP IV is Silver Lake Technology Associates IV, L.P. ("SLTA IV") and the general partner of SLTA IV is SLTA IV (GP), L.L.C. ("SLTA IV GP").
These securities are directly held by SLP V. The general partner of SLP V is Silver Lake Technology Associates V, L.P. ("SLTA V") and the general partner of SLTA V is SLTA V (GP), L.L.C. ("SLTA V GP").
These securities are directly held by Silver Lake Technology Investors IV, L.P. The general partner of Silver Lake Technology Investors IV, L.P. is SLTA IV and the general partner of SLTA IV is SLTA IV GP.
These securities are directly held by Silver Lake Technology Investors V, L.P. The general partner of Silver Lake Technology Investors V, L.P. is SLTA V and the general partner of SLTA V is SLTA V GP.
These shares of Class C Common Stock are held by SLTA SPV, including shares received in connection with pro rata distributions made by SPV-2 on June 21, 2024, which are being reported on a separate Form 4 filed on the date hereof. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
These shares of Class C Common Stock are held by SLTA V, including shares received in connection with pro rata distributions made by SLP V on June 21, 2024, which are being reported on a separate Form 4 filed on the date hereof. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
These shares of Class C Common Stock are held by SLTA IV, including shares received in connection with pro rata distributions made by SLP IV on June 21, 2024, which are being reported on a separate Form 4 filed on the date hereof. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
Reflects shares held by Silver Lake Group, L.L.C. ("SLG"). Shares held includes additional shares of Class C Common Stock received in connection with pro rata distributions made by SPV-2, SLP IV and SLP V on June 21, 2024, which are being reported on a separate Form 4 filed on the date hereof. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
These shares of Common Stock are held by entities in which Mr. Egon Durban may be deemed to have an indirect pecuniary interest, including shares received in connection with the pro rata distributions made by SPV-2, SLP IV and SLP V and their respective affiliates on June 21, 2024, which are being reported on a separate Form 4 filed on the date hereof. The receipt of such shares of Common Stock indirectly by Mr. Durban was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
SLG is the managing member of SLTA SPV GP, SLTA IV GP and SLTA V GP. Egon Durban, who serves as a director of the Issuer, also serves as a Co-CEO and Managing Member of SLG. Each of the reporting persons may be deemed a director by deputization of the Issuer.
Represents shares of Class C Common Stock held by Mr. Egon Durban immediately following the receipt of shares in connection with the distributions of shares of Class C Common Stock on June 21, 2024, which are being reported on a separate Form 4 filed on the date hereof. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
Represents shares of Class C Common Stock beneficially owned indirectly by Mr. Durban through a trust for the benefit of certain family members, including shares received in connection with the distributions of shares of Class C Common Stock on June 21, 2024, which are being reported on a separate Form 4 filed on the date hereof. The receipt of such shares of Class C Common Stock indirectly by Mr. Durban was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.97 to $150.96, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.97 to $151.96, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.97 to $152.96, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4. Because no more than 30 transactions can be listed on each Table of the Form 4 filing, the Reporting Persons have filed a separate Form 4 reporting additional transactions.
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C.
2024-06-24
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., general partner of Silver Lake Technology Associates V, L.P.
2024-06-24
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., general partner of Silver Lake Technology Associates V, L.P., general partner of Silver Lake Partners V DE (AIV), LP
2024-06-24
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C., gen. partner of Silver Lake Technology Associates V, L.P., gen. partner of Silver Lake Technology Investors V, L.P.
2024-06-24