0001140361-13-025881.txt : 20130620 0001140361-13-025881.hdr.sgml : 20130620 20130620165232 ACCESSION NUMBER: 0001140361-13-025881 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130618 FILED AS OF DATE: 20130620 DATE AS OF CHANGE: 20130620 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: ICAHN PARTNERS MASTER FUND III L.P. CENTRAL INDEX KEY: 0001414179 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17017 FILM NUMBER: 13924919 BUSINESS ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 646-861-7060 MAIL ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN PARTNERS MASTER FUND II L.P. CENTRAL INDEX KEY: 0001414181 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17017 FILM NUMBER: 13924920 BUSINESS ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 646-861-7060 MAIL ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 FORMER NAME: FORMER CONFORMED NAME: ICAHN PARTNERS MASTER FUND II LP DATE OF NAME CHANGE: 20071003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN PARTNERS MASTER FUND LP CENTRAL INDEX KEY: 0001322827 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17017 FILM NUMBER: 13924921 BUSINESS ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 646-861-7060 MAIL ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 FORMER NAME: FORMER CONFORMED NAME: Icahn Partners Master Fund LP DATE OF NAME CHANGE: 20050405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN PARTNERS LP CENTRAL INDEX KEY: 0001313666 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17017 FILM NUMBER: 13924922 BUSINESS ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 646-861-7060 MAIL ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 FORMER NAME: FORMER CONFORMED NAME: Icahn Partners L P DATE OF NAME CHANGE: 20050107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17017 FILM NUMBER: 13924924 BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER NAME: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIGH RIVER LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000928464 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17017 FILM NUMBER: 13924923 BUSINESS ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 646-861-7060 MAIL ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 FORMER NAME: FORMER CONFORMED NAME: HIGH RIVER LIMITED PARTNERSHIP /NY/ DATE OF NAME CHANGE: 19990517 FORMER NAME: FORMER CONFORMED NAME: HIGH RIVER LIMITED PARTNERSHIP DATE OF NAME CHANGE: 19950526 4 1 doc1.xml FORM 4 X0306 4 2013-06-18 0 0000826083 DELL INC DELL 0000921669 ICAHN CARL C C/O ICAHN ASSOCIATES HOLDING LLC 767 FIFTH AVE., SUITE 4700 NEW YORK NY 10153 0 0 0 1 MEMBER OF 10% GROUP 0000928464 HIGH RIVER LIMITED PARTNERSHIP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001313666 ICAHN PARTNERS LP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001322827 ICAHN PARTNERS MASTER FUND LP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001414181 ICAHN PARTNERS MASTER FUND II L.P. 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001414179 ICAHN PARTNERS MASTER FUND III L.P. 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 Shares of Common Stock ("Shares") 2013-06-18 4 P 0 72010328 13.52 A 152478650 I please see footnotes Acquired pursuant to the Stock Purchase Agreement, dated June 18, 2013, by and among Southeastern Asset Management, Inc. and the Reporting Persons, which was filed as Exhibit 2 to Amendment No. 2 to the Reporting Persons' Schedule 13D, filed on June 18, 2013. High River Limited Partnership ("High River") directly beneficially owns 30,495,730 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 46,008,171 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 48,572,373 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 19,027,739 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 8,374,637 Shares. Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. On May 10, 2013, the Reporting Persons filed a Schedule 13D relating to Dell Inc. (as amended through the date hereof, the "Schedule 13D") and acknowledged their membership in a group with Southeastern (as defined in the Schedule 13D). As disclosed in the Schedule 13D the Reporting Persons may be deemed to beneficially own an aggregate of 224,136,478 Shares, constituting approximately 12.8% of the Shares outstanding, and including 71,657,828 Shares beneficially owned by Southeastern and its related affiliates (the "Southeastern Shares"). The Reporting Persons have no pecuniary interest in any of the Southeastern Shares and expressly disclaim beneficial ownership of the Southeastern Shares for all purposes of Section 16 of the Exchange Act other than Rule 16a-1(a)(1) thereunder. CARL C. ICAHN 2013-06-20 HIGH RIVER LIMITED PARTNERSHIP 2013-06-20 ICAHN PARTNERS LP 2013-06-20 ICAHN PARTNERS MASTER FUND LP 2013-06-20 ICAHN PARTNERS MASTER FUND II L.P. 2013-06-20 ICAHN PARTNERS MASTER FUND III L.P. 2013-06-20