4//SEC Filing
COMPELLENT TECHNOLOGIES INC 4
Accession 0001209191-11-011902
CIK 0001253955operating
Filed
Feb 22, 7:00 PM ET
Accepted
Feb 23, 2:11 PM ET
Size
10.3 KB
Accession
0001209191-11-011902
Insider Transaction Report
Form 4
DELL INC
10% Owner
Transactions
- Other
Common Stock
2011-02-22$27.75/sh−342,884$9,515,031→ 342,884 total - Purchase
Common Stock
2011-02-22$27.75/sh+31,667,458$878,771,960→ 0 total(indirect: by Dell International L.L.C.)
Dell International L.L.C.
10% Owner
Transactions
- Purchase
Common Stock
2011-02-22$27.75/sh+31,667,458$878,771,960→ 0 total(indirect: by Dell International L.L.C.) - Other
Common Stock
2011-02-22$27.75/sh−342,884$9,515,031→ 342,884 total
Footnotes (4)
- [F1]As of December 12, 2010, Dell International L.L.C., a direct, wholly-owned subsidiary of Dell Inc. ("Dell International"), and Dell Trinity Holdings Corp., a direct, wholly-owned subsidiary of Dell International ("Merger Sub"), entered into an Agreement and Plan of Merger (as amended, the "Merger Agreement") with Compellent Technologies, Inc. ("Compellent"), pursuant to which, effective February 22, 2011, Merger Sub was merged with and into Compellent with Compellent surviving the merger as a direct, wholly-owned subsidiary of Dell International and an indirect, wholly-owned subsidiary of Dell Inc. (the "Merger"). (continued on footnote 2.)
- [F2]Concurrently with the Merger, all of Compellent's shares of outstanding common stock (other than any such shares held by Compellent, Dell, Merger Sub or any of their respective wholly-owned subsidiaries or by stockholders of Compellent who validly exercised their appraisal rights under Delaware law) were cancelled and converted into the right to receive $27.75 in cash.
- [F3]Based on 32,010,342 shares of Compellent common stock, as reported by Compellent on Form 8-K to be outstanding as of February 22, 2011, minus 342,884 such shares already owned by the reporting persons, as described in note 4 below.
- [F4]As previously reported, prior to entering into the Merger Agreement, Dell Inc. purchased 342,884 shares of Compellent common stock in the open market pursuant to a 10b5-1 Plan. In the Merger, said 342,884 shares remained issued and outstanding and no consideration was paid (or will be payable) in respect thereof.
Documents
Issuer
COMPELLENT TECHNOLOGIES INC
CIK 0001253955
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001253955
Filing Metadata
- Form type
- 4
- Filed
- Feb 22, 7:00 PM ET
- Accepted
- Feb 23, 2:11 PM ET
- Size
- 10.3 KB