Silver Lake Technology Investors V, L.P.'s Form 4 filing
Dell Technologies Inc. (DELL) · filed Mar 20, 2024
- Accession no.
- 0000899243-24-000221
- Filed
- Mar 20, 2024, 7:48 PM ET
- Trade date
- Mar 19, 2024
- Filing delay
- 1 day
- Rule 10b5-1 plan
- Not checked
This filing lists 15 non-derivative transactions and 5 derivative transactions. Open-market sales total $60.5M. It was filed 1 day after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Silver Lake Technology Investors V, L.P.CIK 0001735863 | Director, 10% Owner |
| Slta V (GP), L.L.C.CIK 0001737652 | Director, 10% Owner |
| Silver Lake Technology Associates V, L.P.CIK 0001737657 | Director, 10% Owner |
| Silver Lake Partners V DE (AIV), L.P.CIK 0001737659 | Director, 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 19, 2024 | Class C Common Stock | MOption exerciseAcquired | +291,950 | –F1,F2 | – | 294,198 | Indirect | Duplicate filing |
| Mar 19, 2024 | Class C Common Stock | MOption exerciseAcquired | +299,700 | –F1,F2 | – | 301,965 | Indirect | Duplicate filing |
| Mar 19, 2024 | Class C Common Stock | MOption exerciseAcquired | +162,227 | –F1,F2 | – | 163,613 | Indirect | Duplicate filing |
| Mar 19, 2024 | Class C Common Stock | MOption exerciseAcquired | +4,409 | –F2 | – | 4,409 | Indirect | Duplicate filing |
| Mar 19, 2024 | Class C Common Stock | MOption exerciseAcquired | +1,989 | –F2 | – | 1,989 | Indirect | Duplicate filing |
| Mar 19, 2024 | Class C Common Stock | SSaleDisposed | −98,505 | $107.50F16 | −$10,589,287.5 | 195,693 | Indirect | Duplicate filing |
| Mar 19, 2024 | Class C Common Stock | SSaleDisposed | −113,714 | $107.50F16 | −$12,224,255 | 188,251 | Indirect | Duplicate filing |
| Mar 19, 2024 | Class C Common Stock | SSaleDisposed | −59,023 | $107.50F16 | −$6,344,972.5 | 104,590 | Indirect | Duplicate filing |
| Mar 19, 2024 | Class C Common Stock | SSaleDisposed | −2,160 | $107.50F16 | −$232,200 | 2,249 | Indirect | Duplicate filing |
| Mar 19, 2024 | Class C Common Stock | SSaleDisposed | −974 | $107.50F16 | −$104,705 | 1,015 | Indirect | Duplicate filing |
| Mar 19, 2024 | Class C Common Stock | SSaleDisposed | −102,561 | $108.39F17 | −$11,116,586.79 | 93,132 | Indirect | Duplicate filing |
| Mar 19, 2024 | Class C Common Stock | SSaleDisposed | −118,398 | $108.39F17 | −$12,833,159.22 | 69,853 | Indirect | Duplicate filing |
| Mar 19, 2024 | Class C Common Stock | SSaleDisposed | −61,453 | $108.39F17 | −$6,660,890.67 | 43,137 | Indirect | Duplicate filing |
| Mar 19, 2024 | Class C Common Stock | SSaleDisposed | −2,249 | $108.39F17 | −$243,769.11 | 0 | Indirect | Duplicate filing |
| Mar 19, 2024 | Class C Common Stock | SSaleDisposed | −1,015 | $108.39F17 | −$110,015.85 | 0 | Indirect | Duplicate filing |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 19, 2024 | Class C Common Stock | MOption exerciseDisposed | −291,950 | $0.00 | $0 | 30,547,950 | Indirect | Duplicate filing |
| Mar 19, 2024 | Class C Common Stock | MOption exerciseDisposed | −299,700 | $0.00 | $0 | 31,359,005 | Indirect | Duplicate filing |
| Mar 19, 2024 | Class C Common Stock | MOption exerciseDisposed | −162,227 | $0.00 | $0 | 16,974,588 | Indirect | Duplicate filing |
| Mar 19, 2024 | Class C Common Stock | MOption exerciseDisposed | −4,409 | $0.00 | $0 | 461,396 | Indirect | Duplicate filing |
| Mar 19, 2024 | Class C Common Stock | MOption exerciseDisposed | −1,989 | $0.00 | $0 | 208,063 | Indirect | Duplicate filing |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
SL SPV-2, L.P. ("SPV-2"), Silver Lake Partners IV, L.P. ("SLP IV") and Silver Lake Partners V DE (AIV), L.P. ("SLP V") and certain of their respective affiliates sold certain shares of Class C Common Stock, par value $0.01 per share ("Class C Common Stock") of Dell Technologies Inc. (the "Issuer") on March 19, 2024.
Referenced by the price of 3 transactions in Table I.
- F2
Each share of Class B Common Stock, par value $0.01 per share of the Issuer (the "Class B Common Stock") is convertible into one share of Class C Common Stock at any time, at the election of the holder or automatically upon certain transfers, and has no expiration date. On March 19, 2024, certain of the Reporting Persons converted shares of Class B Common Stock into an equal number of shares of Class C Common Stock in connection with the sales described in footnote (1) above.
Referenced by the price of 5 transactions in Table I.
- F16
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.00 to $107.99, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Referenced by the price of 5 transactions in Table I.
- F17
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.00 to $108.88, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Referenced by the price of 5 transactions in Table I.
Remarks
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4.