Home/Filings/4/0000899243-19-003923

4//SEC Filing

Silver Lake Partners III LP 4

Accession 0000899243-19-003923

CIK 0001571996other

View on SEC.gov Company Profile

Filed

Feb 18, 7:00 PM ET

Accepted

Feb 19, 6:12 AM ET

Size

31.8 KB

Accession

0000899243-19-003923

Insider Transaction Report

Form 4

Period: 2019-02-14

Dell Technologies IncDELL

Silver Lake Partners III LP

Director

Transactions

Other
Class B Common Stock
2019-02-14−59,317,156→ 0 total(indirect: Held through Silver Lake Partners III, L.P.)
→ Class C Common Stock (59,317,156 underlying)
Other
Class B Common Stock
2019-02-14−1,693,974→ 0 total(indirect: Held through Silver Lake Technology Investors III, L.P.)
→ Class C Common Stock (1,693,974 underlying)
Other
Class B Common Stock
2019-02-14−21,963,541→ 39,047,589 total(indirect: Held through SL SPV-2, L.P.)
→ Class C Common Stock (21,963,541 underlying)
Sale
Class B Common Stock
2019-02-14$45.53/sh−21,963,541$1,000,000,022→ 0 total(indirect: Held through Denali AIV Holdings, L.P.)
→ Class C Common Stock (21,963,541 underlying)

SLTA III (GP), L.L.C.

Director

Transactions

Other
Class B Common Stock
2019-02-14−59,317,156→ 0 total(indirect: Held through Silver Lake Partners III, L.P.)
→ Class C Common Stock (59,317,156 underlying)
Other
Class B Common Stock
2019-02-14−21,963,541→ 39,047,589 total(indirect: Held through SL SPV-2, L.P.)
→ Class C Common Stock (21,963,541 underlying)
Other
Class B Common Stock
2019-02-14−1,693,974→ 0 total(indirect: Held through Silver Lake Technology Investors III, L.P.)
→ Class C Common Stock (1,693,974 underlying)
Sale
Class B Common Stock
2019-02-14$45.53/sh−21,963,541$1,000,000,022→ 0 total(indirect: Held through Denali AIV Holdings, L.P.)
→ Class C Common Stock (21,963,541 underlying)

Silver Lake Technology Associates III, L.P.

Director

Transactions

Sale
Class B Common Stock
2019-02-14$45.53/sh−21,963,541$1,000,000,022→ 0 total(indirect: Held through Denali AIV Holdings, L.P.)
→ Class C Common Stock (21,963,541 underlying)
Other
Class B Common Stock
2019-02-14−59,317,156→ 0 total(indirect: Held through Silver Lake Partners III, L.P.)
→ Class C Common Stock (59,317,156 underlying)
Other
Class B Common Stock
2019-02-14−21,963,541→ 39,047,589 total(indirect: Held through SL SPV-2, L.P.)
→ Class C Common Stock (21,963,541 underlying)
Other
Class B Common Stock
2019-02-14−1,693,974→ 0 total(indirect: Held through Silver Lake Technology Investors III, L.P.)
→ Class C Common Stock (1,693,974 underlying)

Silver Lake Technology Investors III, L.P.

Director

Transactions

Other
Class B Common Stock
2019-02-14−1,693,974→ 0 total(indirect: Held through Silver Lake Technology Investors III, L.P.)
→ Class C Common Stock (1,693,974 underlying)
Other
Class B Common Stock
2019-02-14−21,963,541→ 39,047,589 total(indirect: Held through SL SPV-2, L.P.)
→ Class C Common Stock (21,963,541 underlying)
Sale
Class B Common Stock
2019-02-14$45.53/sh−21,963,541$1,000,000,022→ 0 total(indirect: Held through Denali AIV Holdings, L.P.)
→ Class C Common Stock (21,963,541 underlying)
Other
Class B Common Stock
2019-02-14−59,317,156→ 0 total(indirect: Held through Silver Lake Partners III, L.P.)
→ Class C Common Stock (59,317,156 underlying)

SLTA SPV-2 (GP), L.L.C.

Director10% Owner

Transactions

Other
Class B Common Stock
2019-02-14−59,317,156→ 0 total(indirect: Held through Silver Lake Partners III, L.P.)
→ Class C Common Stock (59,317,156 underlying)
Other
Class B Common Stock
2019-02-14−1,693,974→ 0 total(indirect: Held through Silver Lake Technology Investors III, L.P.)
→ Class C Common Stock (1,693,974 underlying)
Other
Class B Common Stock
2019-02-14−21,963,541→ 39,047,589 total(indirect: Held through SL SPV-2, L.P.)
→ Class C Common Stock (21,963,541 underlying)
Sale
Class B Common Stock
2019-02-14$45.53/sh−21,963,541$1,000,000,022→ 0 total(indirect: Held through Denali AIV Holdings, L.P.)
→ Class C Common Stock (21,963,541 underlying)

SL SPV-2, L.P.

Director10% Owner

Transactions

Other
Class B Common Stock
2019-02-14−59,317,156→ 0 total(indirect: Held through Silver Lake Partners III, L.P.)
→ Class C Common Stock (59,317,156 underlying)
Other
Class B Common Stock
2019-02-14−1,693,974→ 0 total(indirect: Held through Silver Lake Technology Investors III, L.P.)
→ Class C Common Stock (1,693,974 underlying)
Other
Class B Common Stock
2019-02-14−21,963,541→ 39,047,589 total(indirect: Held through SL SPV-2, L.P.)
→ Class C Common Stock (21,963,541 underlying)
Sale
Class B Common Stock
2019-02-14$45.53/sh−21,963,541$1,000,000,022→ 0 total(indirect: Held through Denali AIV Holdings, L.P.)
→ Class C Common Stock (21,963,541 underlying)

Denali AIV Holdings, L.P.

Director10% Owner

Transactions

Other
Class B Common Stock
2019-02-14−59,317,156→ 0 total(indirect: Held through Silver Lake Partners III, L.P.)
→ Class C Common Stock (59,317,156 underlying)
Sale
Class B Common Stock
2019-02-14$45.53/sh−21,963,541$1,000,000,022→ 0 total(indirect: Held through Denali AIV Holdings, L.P.)
→ Class C Common Stock (21,963,541 underlying)
Other
Class B Common Stock
2019-02-14−1,693,974→ 0 total(indirect: Held through Silver Lake Technology Investors III, L.P.)
→ Class C Common Stock (1,693,974 underlying)
Other
Class B Common Stock
2019-02-14−21,963,541→ 39,047,589 total(indirect: Held through SL SPV-2, L.P.)
→ Class C Common Stock (21,963,541 underlying)

SLTA SPV-2, L.P.

Director10% Owner

Transactions

Other
Class B Common Stock
2019-02-14−59,317,156→ 0 total(indirect: Held through Silver Lake Partners III, L.P.)
→ Class C Common Stock (59,317,156 underlying)
Other
Class B Common Stock
2019-02-14−1,693,974→ 0 total(indirect: Held through Silver Lake Technology Investors III, L.P.)
→ Class C Common Stock (1,693,974 underlying)
Other
Class B Common Stock
2019-02-14−21,963,541→ 39,047,589 total(indirect: Held through SL SPV-2, L.P.)
→ Class C Common Stock (21,963,541 underlying)
Sale
Class B Common Stock
2019-02-14$45.53/sh−21,963,541$1,000,000,022→ 0 total(indirect: Held through Denali AIV Holdings, L.P.)
→ Class C Common Stock (21,963,541 underlying)

Footnotes (11)

[F1]This Form 4 is being filed in connection with a previously announced transfer of shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), of Dell Technologies Inc. (the "Issuer") pursuant to which Silver Lake Partners V DE (AIV), L.P. ("SLP V") and its affiliated employee co-investment vehicle ("SLTI V", and collectively with SLP V, "Fund V") purchased $1.0 billion of Class B Common Stock from Silver Lake Partners III, L.P. ("SLP III") and its affiliated employee co-investment vehicle ("SLTI III" and collectively with SLP III, "Fund III").
[F10]These shares of Class B Common Stock were directly held by Denali AIV and were subsequently sold to Fund V, as described above. Following such sale, Denali AIV holds zero shares of Class B Common Stock. The general partner of Denali AIV is SLTA SPV and the general partner of SLTA SPV is SLTA SPV GP.
[F11]Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP and SLTA SPV GP. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG. Each of the entities described herein may be deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that any of them is a director by deputization or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
[F2]Following the purchase described above, and the reorganizational steps described herein, a new entity, SL SPV-2, L.P. ("SPV-2") continues to hold 39,047,589 shares of Class B Common Stock on behalf of certain Fund III investors, Silver Lake Partners IV, L.P. and its affiliated employee co-investment vehicle (collectively, "Fund IV") continue to hold all of their existing interest in the Issuer (40,084,313 shares of Class B Common Stock and 589,774 shares of Class B Common Stock, respectively), and SLP V and SLTI V hold 21,697,586 and 265,955 shares of Class B Common Stock, respectively. An additional 35,301,641 shares of Class B Common Stock are held by a separate co-invest vehicle controlled by Silver Lake, in which the Reporting Persons have no pecuniary interest.
[F3]Each share of Class B Common Stock is convertible into one share of Class C Common Stock at any time, at the election of the holder, and has no expiration date.
[F4]As part of the fund-to-fund transaction described above, the shares of Class B Common Stock held by SLP III and SLTI III were first transferred to SPV-2 and SLP III and SLTI III each distributed their respective interests in SPV-2 to their respective partners and no longer beneficially own any shares of Class B Common Stock. Silver Lake Technology Associates III, L.P. ("SLTA III"), the general partner of each of SLP III and SLTI III distributed its pro rata interests further to its partners, including SLTA III (GP), L.L.C. ("SLTA III GP"), its general partner, which contributed its interest into a new entity, SLTA SPV-2, L.P. and distributed the interest in such entity further to its managing member, Silver Lake Group, L.L.C., which contributed such interest into a new entity, SLTA SPV-2 (GP), L.L.C.
[F5]Following the distributions described in footnote (4) above, SPV-2 contributed the shares of Class B Common Stock to be sold to Fund V to a new entity, Denali AIV Holdings, L.P. ("Denali AIV") in which SPV-2 owned an interest and then distributed its interest in Denali AIV to certain investors in SPV-2 who were to receive cash proceeds in the sale of Class B Common Stock to Fund V. SLTA SPV-2, L.P., the general partner of SPV-2 further distributed the interests in Denali AIV it received to certain of its partners who were to receive cash proceeds in the sale.
[F6]Following the distributions and contributions described above, Denali AIV sold 21,963,541 shares of Class B Common Stock to SLP V and SLTI V, which purchased 21,697,586 and 265,955 shares of Class B Common Stock, respectively, in each case, at a price determined by reference to a volume weighted average price per share over a reference period of 15 trading days beginning on January 11, 2019, equal to $45.53 per share.
[F7]These shares of Class B Common Stock were directly held by SLP III. The general partner of SLP III is SLTA III and the general partner of SLTA III is SLTA III GP.
[F8]These shares of Class B Common Stock were directly held by SLTI III. The general partner of SLTI III is SLTA III and the general partner of SLTA III is SLTA III GP.
[F9]These shares of Class B Common Stock are directly held by SPV-2. The general partner of SPV-2 is SLTA SPV-2, L.P. ("SLTA SPV") and the general partner of SLTA SPV is SLTA SPV-2 (GP), L.L.C. ("SLTA SPV GP").

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

Dell Technologies Inc

CIK 0001571996

→

Entity typeother

Related Parties

filerCIK 0001387096

Filing Metadata

Form type: 4
Filed: Feb 18, 7:00 PM ET
Accepted: Feb 19, 6:12 AM ET
Size: 31.8 KB

View on SEC.gov