4//SEC Filing
DELL INC 4
Accession 0001123292-13-001562
CIK 0000826083operating
Filed
Oct 30, 8:00 PM ET
Accepted
Oct 31, 3:59 PM ET
Size
29.5 KB
Accession
0001123292-13-001562
Insider Transaction Report
Form 4
DELL INCDELL
Felice Stephen J
Senior Vice President
Transactions
- Disposition to Issuer
Common Stock
2013-10-29$13.75/sh−1,759$24,186→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Nonqualified Stock Options
2013-10-29−32,515→ 0 totalExercise: $32.98Exp: 2014-03-04→ Common Stock (32,515 underlying) - Disposition to Issuer
Common Stock
2013-10-29$13.75/sh−95,886$1,318,433→ 0 total - Disposition to Issuer
Nonqualified Stock Options
2013-10-29−29,705→ 0 totalExercise: $35.35Exp: 2014-09-02→ Common Stock (29,705 underlying) - Disposition to Issuer
Nonqualified Stock Options
2013-10-29−56,635→ 0 totalExercise: $40.17Exp: 2015-03-03→ Common Stock (56,635 underlying) - Disposition to Issuer
Nonqualified Stock Options
2013-10-29−234,228→ 0 totalExercise: $22.28Exp: 2017-03-08→ Common Stock (234,228 underlying) - Disposition to Issuer
Nonqualified Stock Options
2013-10-29−366,912→ 0 totalExercise: $14.99Exp: 2020-03-26→ Common Stock (366,912 underlying) - Disposition to Issuer
Common Stock
2013-10-29$13.75/sh−147,308$2,025,485→ 0 total - Disposition to Issuer
Nonqualified Stock Options
2013-10-29−75,000→ 0 totalExercise: $40.63Exp: 2015-08-01→ Common Stock (75,000 underlying) - Disposition to Issuer
Nonqualified Stock Options
2013-10-29−280,000→ 0 totalExercise: $28.95Exp: 2016-03-09→ Common Stock (280,000 underlying) - Disposition to Issuer
Nonqualified Stock Options
2013-10-29−265,245→ 0 totalExercise: $19.67Exp: 2018-03-04→ Common Stock (265,245 underlying) - Disposition to Issuer
Nonqualified Stock Options
2013-10-29−369,686→ 0 totalExercise: $15.44Exp: 2021-03-02→ Common Stock (369,686 underlying)
Footnotes (6)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]Options were fully exercisable as of October 29, 2013.
- [F5]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.
- [F6]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.
Documents
Issuer
DELL INC
CIK 0000826083
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000826083
Filing Metadata
- Form type
- 4
- Filed
- Oct 30, 8:00 PM ET
- Accepted
- Oct 31, 3:59 PM ET
- Size
- 29.5 KB