0001123292-13-001559.txt : 20131031
0001123292-13-001559.hdr.sgml : 20131031
20131031155741
ACCESSION NUMBER: 0001123292-13-001559
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: Sweet Thomas W
CENTRAL INDEX KEY: 0001399072
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-17017
FILM NUMBER: 131182678
MAIL ADDRESS:
STREET 1: 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
0001399072
Sweet Thomas W
ONE DELL WAY
ROUND ROCK
TX
78682
0
1
0
0
Chief Accounting Officer
Common Stock
2013-10-29
4
D
0
188625
13.75
D
0
D
Common Stock
2013-10-29
4
D
0
79205
13.75
D
0
D
Common Stock
2013-10-29
4
J
0
13979
D
0
D
Nonqualified Stock Options
32.985
2013-10-29
4
D
0
49720
D
2014-03-04
Common Stock
49720
0
D
Nonqualified Stock Options
35.35
2013-10-29
4
D
0
20680
D
2014-09-02
Common Stock
20680
0
D
Nonqualified Stock Options
40.17
2013-10-29
4
D
0
36400
D
2015-03-03
Common Stock
36400
0
D
Nonqualified Stock Options
19.67
2013-10-29
4
D
0
150306
D
2018-03-04
Common Stock
150306
0
D
Nonqualified Stock Options
8.39
2013-10-29
4
D
0
108134
D
2019-03-05
Common Stock
108134
0
D
Nonqualified Stock Options
14.99
2013-10-29
4
D
0
60874
D
2020-03-26
Common Stock
60874
0
D
Nonqualified Stock Options
15.44
2013-10-29
4
D
0
131007
D
2021-03-02
Common Stock
131007
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. ("Parent"), 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 79,205 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 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.
Represents 13,979 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 contemplated by the Merger Agreement.
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 131,007 options, 87,343 were fully exercisable as of October 29, 2013. The remaining 43,664 options would have vested on March 2, 2014.
/s/ Janet B. Wright, Attorney in Fact
2013-10-31