0001123292-13-001553.txt : 20131031 0001123292-13-001553.hdr.sgml : 20131031 20131031155445 ACCESSION NUMBER: 0001123292-13-001553 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: CLARKE JEFFREY W CENTRAL INDEX KEY: 0001215588 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17017 FILM NUMBER: 131182665 MAIL ADDRESS: STREET 1: C/O DELL INC. STREET 2: ONE DELL WAY CITY: ROUND ROCK STATE: TX ZIP: 78682 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2013-10-29 0000826083 DELL INC DELL 0001215588 CLARKE JEFFREY W ONE DELL WAY ROUND ROCK TX 78682 0 1 0 0 Vice Chairman and President Common Stock 2013-10-29 4 D 0 488557 13.75 D 0 D Common Stock 2013-10-29 4 D 0 690 13.75 D 0 I By 401(k) Plan Common Stock 2013-10-29 4 D 0 95886 13.75 D 0 D Nonqualified Stock Options 32.985 2013-10-29 4 D 0 150000 D 2014-03-04 Common Stock 150000 0 D Nonqualified Stock Options 35.35 2013-10-29 4 D 0 150000 D 2014-09-02 Common Stock 150000 0 D Nonqualified Stock Options 40.17 2013-10-29 4 D 0 200000 D 2015-03-03 Common Stock 200000 0 D Nonqualified Stock Options 28.95 2013-10-29 4 D 0 245000 D 2016-03-09 Common Stock 245000 0 D Nonqualified Stock Options 22.275 2013-10-29 4 D 0 312303 D 2017-03-08 Common Stock 312303 0 D Nonqualified Stock Options 19.67 2013-10-29 4 D 0 309453 D 2018-03-04 Common Stock 309453 0 D Nonqualified Stock Options 8.39 2013-10-29 4 D 0 595948 D 2019-03-05 Common Stock 595948 0 D Nonqualified Stock Options 14.99 2013-10-29 4 D 0 291862 D 2020-03-26 Common Stock 291862 0 D Nonqualified Stock Options 15.44 2013-10-29 4 D 0 323476 D 2021-03-02 Common Stock 323476 0 D Pursuant to the Agreement and Plan of Merger, dated as of February 5, 2013, as amended (the "Merger Agreement"), among Dell Inc. (the "Company"), Denali Holding Inc., Denali Intermediate Inc. and Denali Acquiror Inc., these shares were canceled and converted into the right to receive $13.75 in cash, without interest, less any applicable withholding taxes. Represents 95,886 unvested restricted stock units. Pursuant to the Merger Agreement, these restricted stock units were canceled and converted into the right to receive $13.75 per share subject to such restricted stock units, less any applicable withholding taxes, payable on the date such restricted stock units otherwise would have vested, subject to certain conditions. 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. Options were fully exercisable as of October 29, 2013. 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. Of the 323,476 options, 215,662 were fully exercisable as of October 29, 2013. The remaining 107,814 options would have vested on March 2, 2014. /s/ Janet B. Wright, Attorney-in-Fact 2013-10-31