0001123292-13-001562.txt : 20131031
0001123292-13-001562.hdr.sgml : 20131031
20131031155941
ACCESSION NUMBER: 0001123292-13-001562
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: Felice Stephen J
CENTRAL INDEX KEY: 0001334802
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-17017
FILM NUMBER: 131182697
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
0001334802
Felice Stephen J
ONE DELL WAY
ROUND ROCK
TX
78682
0
1
0
0
President
Common Stock
2013-10-29
4
D
0
147308
13.75
D
0
D
Common Stock
2013-10-29
4
D
0
1759
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
32515
D
2014-03-04
Common Stock
32515
0
D
Nonqualified Stock Options
35.35
2013-10-29
4
D
0
29705
D
2014-09-02
Common Stock
29705
0
D
Nonqualified Stock Options
40.17
2013-10-29
4
D
0
56635
D
2015-03-03
Common Stock
56635
0
D
Nonqualified Stock Options
40.625
2013-10-29
4
D
0
75000
D
2015-08-01
Common Stock
75000
0
D
Nonqualified Stock Options
28.95
2013-10-29
4
D
0
280000
D
2016-03-09
Common Stock
280000
0
D
Nonqualified Stock Options
22.28
2013-10-29
4
D
0
234228
D
2017-03-08
Common Stock
234228
0
D
Nonqualified Stock Options
19.67
2013-10-29
4
D
0
265245
D
2018-03-04
Common Stock
265245
0
D
Nonqualified Stock Options
14.99
2013-10-29
4
D
0
366912
D
2020-03-26
Common Stock
366912
0
D
Nonqualified Stock Options
15.44
2013-10-29
4
D
0
369686
D
2021-03-02
Common Stock
369686
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 369,686 options, 246,470 were fully exercisable as of October 29, 2013. The remaining 123,216 options would have vested on March 2, 2014.
/s/ Janet B. Wright, Attorney in Fact
2013-10-31