SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 4)

3PAR INC.

(Name of Subject Company (Issuer))

DELL TRINITY HOLDINGS CORP.

(Offeror)

an indirect, wholly-owned subsidiary of

DELL INC.

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, $0.001 par value per share

(Title of Class of Securities)

88580F 10 9

(CUSIP Number of Class of Securities)

Lawrence P. Tu

Senior Vice President and General Counsel

One Dell Way

Round Rock, Texas 78682

Phone (512) 338-4400

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Jeffrey J. Rosen

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

(212) 909-6000

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$1,936,725,558	$138,088.53

(1)	Estimated for purposes of calculating the filing fee only. This amount is the sum of (i) 63,128,839 outstanding shares of 3PAR common stock and 1,123,294 outstanding restricted stock units by $27.00 per share, which is the offer price, plus (ii) $201,917,967, which is the intrinsic value of the outstanding options (i.e., the excess of $27.00 over the per share exercise price).
(2)	The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 and Fee Rate Advisory #4 for fiscal year 2010, issued December 17, 2009, by multiplying the transaction value by .00007130.

þ   Check the box if any part of the fee is offset as provided by Rule 0-11 (a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: $138,088.53	Filing Party: Dell Inc.
	Dell Trinity Holdings Corp.
Form of Registration No.: Schedule TO-T	Date Filed: August 23, 2010
Schedule TO-T/A	August 26, 2010
Schedule TO-T/A	August 27, 2010

o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ Third-party tender offer subject to Rule 14d-1.

o Issuer tender offer subject to Rule 13e-4.

o Going-private transaction subject to Rule 13e-3.

o Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  o

TABLE OF CONTENTS

Item 12.	Exhibits	3
SIGNATURE		4
EX-99.A.5.E

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This Amendment No. 4 to the Tender Offer Statement on Schedule TO (this “Amendment No. 4”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on August 23, 2010, as previously amended and supplemented (the “Schedule TO”), by (i) Dell Trinity Holdings Corp., a Delaware corporation (the “Purchaser”) and an indirect, wholly-owned subsidiary of Dell Inc., a Delaware corporation (“Dell”), and (ii) Dell. The Schedule TO relates to the offer by the Purchaser to purchase all of the outstanding shares of Common Stock, par value $0.001 per share (the “Shares”), of 3PAR Inc., a Delaware corporation (“3PAR”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 23, 2010 and in the related Letter of Transmittal (which, together with any amendments and supplements thereto, collectively constitute the “Offer”).

Item 12.   Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibits:

(a)(5)(E) Press Release issued by Dell Inc. on September 2, 2010.

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SIGNATURE

After due inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

DELL INC.

By:  /s/  Janet B. Wright

Name:     Janet B. Wright

Title:  Assistant Secretary

DELL TRINITY HOLDINGS CORP.

By:  /s/  Janet B. Wright

Name:     Janet B. Wright

Title:  Vice President and Assistant Secretary

Date: September 2, 2010

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Exhibit	Exhibit Name
(a)(1)(A)	Offer to Purchase dated August 23, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(a)(1)(B)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9) incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(a)(1)(C)	Notice of Guaranteed Delivery incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(a)(1)(F)	Amendment and Supplement to the Offer to Purchase, dated August 26, 2010 incorporated herein by reference to Amendment No. 1 to Schedule TO filed by Dell Inc. on August 26, 2010.
(a)(1)(G)	Form of Revised Letter of Transmittal incorporated herein by reference to Amendment No. 1 to Schedule TO filed by Dell Inc. on August 26, 2010.
(a)(1)(H)	Form of Revised Notice of Guaranteed Delivery incorporated herein by reference to Amendment No. 1 to Schedule TO filed by Dell Inc. on August 26, 2010.
(a)(1)(I)	Form of Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees incorporated herein by reference to Amendment No. 1 to Schedule TO filed by Dell Inc. on August 26, 2010.
(a)(1)(J)	Form of Revised Letter to Clients incorporated herein by reference to Amendment No. 1 to Schedule TO filed by Dell Inc. on August 26, 2010.
(a)(1)(K)	Amended and Restated Amendment and Supplement to the Offer to Purchase, dated August 27, 2010 incorporated herein by reference to Amendment No. 2 to Schedule TO filed by Dell Inc. on August 27, 2010.
(a)(1)(L)	Form of Revised Letter of Transmittal incorporated herein by reference to Amendment No. 2 to Schedule TO filed by Dell Inc. on August 27, 2010.
(a)(1)(M)	Form of Revised Notice of Guaranteed Delivery incorporated herein by reference to Amendment No. 2 to Schedule TO filed by Dell Inc. on August 27, 2010.
(a)(1)(N)	Form of Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees incorporated herein by reference to Amendment No. 2 to Schedule TO filed by Dell Inc. on August 27, 2010.
(a)(1)(O)	Form of Revised Letter to Clients incorporated herein by reference to Amendment No. 2 to Schedule TO filed by Dell Inc. on August 27, 2010.
(a)(5)(A)	Joint Press Release issued by Dell Inc. and 3PAR Inc. on August 16, 2010, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Dell Inc. on August 16, 2010.
(a)(5)(B)	Form of Summary Advertisement as published on August 23, 2010 in The Wall Street Journal incorporated herein by reference to the Schedule TO filed by Dell on August 23, 2010.
(a)(5)(C)	Press Release issued by Dell on August 26, 2010 incorporated herein by reference to Amendment No. 1 to the Schedule TO filed by Dell Inc. on August 26, 2010.
(a)(5)(D)	Press Release issued by Dell on August 27, 2010 incorporated herein by reference to Amendment No. 2 to Schedule TO filed by Dell Inc. on August 27, 2010.
(a)(5)(E)	Press Release issued by Dell Inc. on September 2, 2010.
(b)(1)	Issuing and Paying Agency Agreement incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(b)(2)	Form of Commercial Paper Dealer Agreement incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.

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Exhibit	Exhibit Name
(d)(1)	Agreement and Plan of Merger, dated as of August 15, 2010, by and among Dell Inc., Dell Trinity Holdings Corp. and 3PAR Inc., incorporated herein by reference to Exhibit 4.1 to the Schedule 13D filed by Dell Inc. on August 20, 2010.
(d)(2)	Tender and Voting Agreement, dated as of August 15, 2010, by and among Dell Inc., Dell Trinity Holdings Corp. and the Persons listed on Schedule I thereto, incorporated herein by reference to Exhibit 4.2 to the Schedule 13D filed by Dell Inc. on August 20, 2010.
(d)(3)	Confidentiality Agreement, dated as of July 17, 2010, by and between 3PAR Inc. and Dell Inc. incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(4)	Offer letter between Dell Inc. and Steve Crimi, dated August 12, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(5)	Offer letter between Dell Inc. and Randy Gast, dated August 12, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(6)	Offer letter between Dell Inc. and Adriel Lares, dated August 10, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(7)	Offer letter between Dell Inc. and Craig Nunes, dated August 12, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(8)	Offer letter between Dell Inc. and Jeff Price, dated August 12, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(9)	Offer letter between Dell Inc. and Jeanette Robinson, dated August 10, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(10)	Offer letter between Dell Inc. and David Scott, dated August 10, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(11)	Offer letter between Dell Inc. and Alastair Short, dated August 12, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(12)	Offer letter between Dell Inc. and Ashok Singhal, dated August 12, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(13)	Offer letter between Dell Inc. and Peter Slocum, dated August 12, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(14)	Offer letter between Dell Inc. and Rusty Walther, dated August 12, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(15)	Offer letter between Dell Inc. and Randall Weigel, dated August 12, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(16)	Dell Inc. Form of Employment Agreement incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(17)	Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Steve Crimi, dated August 13, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(18)	Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Randy Gast, dated August 13, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(19)	Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Adriel Lares, dated August 13, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(20)	Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Craig Nunes, dated August 13, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(21)	Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Jeff Price, dated August 13, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.

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Exhibit	Exhibit Name
(d)(22)	Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Jeanette Robinson, dated August 13, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(23)	Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and David Scott, dated August 14, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(24)	Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Alastair Short, dated August 13, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(25)	Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Ashok Singhal, dated August 13, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(26)	Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Peter Slocum, dated August 13, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(27)	Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Rusty Walther, dated August 13, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(28)	Amendment, Assumption and Acknowledgement Agreement among Dell Inc., Dell Trinity Holdings Corp. and Randall Weigel, dated August 13, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(29)	Form of Restricted Stock Unit Agreement under the Dell Inc. Amended and Restated 2002 Long-Term Incentive Plan incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(30)	Long-Term Cash Award Agreement between Dell Inc. and Randall Weigel, dated August 13, 2010 incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(31)	Exclusivity Agreement, dated as of August 1, 2010, between Dell Inc. and 3PAR Inc. incorporated herein by reference to the Schedule TO filed by Dell Inc. on August 23, 2010.
(d)(32)	Amendment to the Agreement and Plan of Merger, dated as of August 26, 2010, between Dell Inc., Dell Trinity Holdings Corp. and 3PAR Inc incorporated herein by reference to Amendment No. 1 to Schedule TO filed by Dell Inc. on August 26, 2010.
(d)(33)	Amendment No. 2 to the Agreement and Plan of Merger, dated as of August 26, 2010, between Dell Inc., Dell Trinity Holdings Corp. and 3PAR Inc. incorporated herein by reference to Amendment No. 2 to Schedule TO filed by Dell Inc. on August 27, 2010.
(g)	Not applicable.
(h)	Not applicable.

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EX-99.A.5.E

Exhibit (a)(5)(E)

Dell Declines to Revise Bid for 3PAR, Ends Acquisition Discussions

ROUND ROCK, Texas, September 2, 2010 - Dell announced today that it will not increase its most recent proposal to acquire 3PAR, and that Dell has ended its discussions regarding a potential acquisition. Dell is entitled to receive a $72 million break-up fee from 3PAR upon the termination of its merger agreement.

Dell’s final offer to acquire 3PAR was not accepted by 3PAR’s board of directors. Dell’s improved offer included a proposed commercial relationship and an increased break-up fee.

“We took a measured approach throughout the process and have decided to end these discussions,” said Dave Johnson, senior vice president, corporate strategy.

“We will continue to put the interests of our customers and shareholders at the forefront of all our decisions,” said Brian Gladden, chief financial officer. “Our focus is to create long-term value.”

Dell is focused on creating open, affordable and capable enterprise solutions designed to help customers. The company has an industry-leading portfolio of enterprise solutions, including servers, storage, networking and services. Dell’s commercial enterprise solutions revenue grew 43 percent year over year in the company’s second fiscal quarter and is now a $17 billion annualized business.

“We believe our strategy of creating open, affordable and capable solutions resonates well with customers and will enable us to continue to outgrow the industry,” said Mr. Johnson.

About Dell
Dell Inc. (NASDAQ: DELL) listens to customers and delivers worldwide innovative technology, business solutions and services they trust and value. For more information, visit www.dell.com.

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Special Note:
Statements in this release that relate to future results and events are forward-looking statements based on Dell’s current expectations. Actual results and events in future periods may differ materially from those expressed or implied by these forward-looking statements because of a number of risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements of the plans, strategies and objectives of management for future operations and potential acquisitions, any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include those risks that are described in Dell’s Securities and Exchange Commission reports, including but not limited to the risks described in Dell’s Annual Report on Form 10-K for its fiscal year ended January 29, 2010 and its Quarterly Report on Form 10-Q for its fiscal quarter ended July 30, 2010. Dell assumes no obligation to update these forward-looking statements.

This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell securities. The tender offer is being made only pursuant to the Offer to Purchase, Letter of Transmittal and related materials that Dell Inc. and Dell Trinity Holdings Corp. filed with the SEC on a Tender Offer Statement on Schedule TO on August 23, 2010, as amended. In addition, 3PAR Inc. filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer on August 23, 2010. The Tender Offer Statement (and related materials) and the Solicitation/Recommendation Statement contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials may be obtained free of charge from D.F. King & Co., Inc., the information agent for the tender offer, toll-free at (800) 769-4414 (banks and brokers call collect (212) 269-5550). In addition, all of those materials (and all other offer documents filed with the SEC) are available at no charge on the SEC’s website at www.sec.gov.

Contact Information
Media Contacts: (512) 728-4100
David Frink	Dell	(512) 728-2678	david_frink@dell.com
Jess Blackburn	Dell	(512) 728-8295	jess_blackburn@dell.com
Investor Relations Contacts:
Robert Williams	Dell	(512) 728-7570	robert_williams@dell.com
Shep Dunlap	Dell	(512) 723-0341	shep_dunlap@dell.com
Frank Molina	Dell	(512) 723-5116	frank_molina@dell.com

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