0001123292-13-001550.txt : 20131031 0001123292-13-001550.hdr.sgml : 20131031 20131031155300 ACCESSION NUMBER: 0001123292-13-001550 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131029 FILED AS OF DATE: 20131031 DATE AS OF CHANGE: 20131031 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DELL INC CENTRAL INDEX KEY: 0000826083 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 742487834 STATE OF INCORPORATION: DE FISCAL YEAR END: 0129 BUSINESS ADDRESS: STREET 1: ONE DELL WAY STREET 2: STED CITY: ROUND ROCK STATE: TX ZIP: 78682-2244 BUSINESS PHONE: 5127284737 MAIL ADDRESS: STREET 1: ONE DELL WAY CITY: ROUND ROCK STATE: TX ZIP: 78682 FORMER COMPANY: FORMER CONFORMED NAME: DELL COMPUTER CORP DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Swainson John A CENTRAL INDEX KEY: 0001309401 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17017 FILM NUMBER: 131182655 MAIL ADDRESS: STREET 1: C/O VISA INC. STREET 2: 900 METRO CENTER BLVD. CITY: FOSTER CITY STATE: CA ZIP: 94404 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2013-10-29 0000826083 DELL INC DELL 0001309401 Swainson John A ONE DELL WAY ROUND ROCK TX 78682 0 1 0 0 President Common Stock 2013-10-29 4 J 0 120995 D 0 D Common Stock 2013-10-29 4 J 0 57631 D 0 D Nonqualified Stock Options 17.35 2013-10-29 4 D 0 1052632 D 2022-03-15 Common Stock 1052632 0 D Pursuant to an agreement between the reporting person and Denali Holding Inc. ("Parent"), the reporting person contributed these shares to Parent in exchange for an equal number of shares of Parent's common stock, effective as of the effective time of the merger (the "Merger") contemplated by the Agreement and Plan of Merger, dated as of February 5, 2013, as amended, among Dell Inc. (the "Company"), Parent, Denali Intermediate Inc. and Denali Acquiror Inc. Represents 57,631 unvested restricted stock units. Pursuant to an agreement between the reporting person and Parent, these restricted stock units were converted into an equal number of restricted stock units of Parent, effective as of the effective time of the Merger. These options to purchase shares of the Company's common stock were tendered by the reporting person to the Company in the Offer to Purchase for Cash Outstanding Options to Purchase Common Stock Under the Dell Inc. 2012 Long-Term Incentive Plan and the Dell Inc. Amended and Restated 2002 Long-Term Incentive Plan, which offer expired on October 29, 2013. Of the 1,052,632 options, 210,527 were fully exercisable as of October 29, 2013. The remainder would have vested as follows: 210,527 on March 15, 2014; 210,526 on March 15, 2015; 210,526 on March 15, 2016; and 210,526 on March 15, 2017. Each tendered option was canceled in exchange for the right to receive cash consideration, less any applicable withholding taxes, equal to (a) the number of shares of the Company's common stock underlying the option multiplied by (b) an amount equal to (i) the excess of $13.75 over the per share exercise price of the option if the per share exercise price was $13.05 or less, (ii) $0.70 if the per share exercise price of the option was $13.06 to $15.50, (iii) $0.40 if the per share exercise price of the option was $15.51 to $20.00, (iv) $0.20 if the per share exercise price of the option was $20.01 to $25.00, and (v) $0.10 if the per share exercise price of the option was $25.01 to $50.00. Notwithstanding the foregoing, pursuant to the terms of the offer, if any option holder elected to participate in the offer, in no event would the holder receive less than $300 for each option grant validly tendered and not withdrawn, less any applicable withholding taxes. /s/ Jane B. Wright, Attorney-in-Fact 2013-10-31