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