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