SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SLP Denali Co-Invest, L.P. (Last) (First) (Middle) C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Dell Technologies Inc [ DELL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/30/2019
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class C Common Stock	12/30/2019		M(1)(2)		17,650,821	A	(1)(2)	17,650,821	I	Held through SLP Denali Co-Invest, L.P.(3)(4)
Class C Common Stock	01/02/2020		J(1)		17,650,821	D	$0.00(1)	0	I	Held through SLP Denali Co-Invest, L.P.(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(2)	12/30/2019		M(1)(2)			17,650,821	(2)	(2)	Class C Common Stock	17,650,821	$0.00(2)	0	I	Held through SLP Denali Co-Invest, L.P.(3)(4)

1. Name and Address of Reporting Person* SLP Denali Co-Invest, L.P. (Last) (First) (Middle) C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* SLP Denali Co-Invest GP, L.L.C. (Last) (First) (Middle) C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

Explanation of Responses:

1. As previously described in a Schedule 13D filed on February 19, 2019 by the Reporting Persons and certain of their affiliates, as amended by Amendment No. 1 filed on July 2, 2019, on January 2, 2020, SLP Denali Co-Invest, L.P. ("SLP Denali"), a co-invest vehicle holding common stock of Dell Technologies Inc. (the "Issuer") solely for the benefit of third party investors co-investing alongside the Silver Lake Partners funds, distributed its remaining 17,650,821 shares of Class C Common Stock, par value $0.01 per share of the Issuer (the "Class C Common Stock"), pro rata to its participants, who will now hold their shares of Class C Common Stock directly and who will have investment discretion over those shares going forward. The pro rata distribution to these co-investors did not involve any sale or distribution of shares of common stock of the Issuer by the Silver Lake Partners funds, who still retain their full interests.

2. 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 December 30, 2019, SLP Denali converted its remaining 17,650,821 shares of Class B Common Stock into 17,650,821 shares of Class C Common Stock in connection with the distribution described in footnote (1) above.

3. These securities were directly held by SLP Denali. The general partner of SLP Denali is SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"). The managing member of SLP Denali GP is Silver Lake Technology Associates III, L.P. ("SLTA III"), and the general partner of SLTA III is SLTA III (GP), L.L.C. ("SLTA III GP").

4. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP. Egon Durban, who serves as a director of the Issuer, also serves as a Co-CEO of SLG. Each of SLP Denali and SLP Denali GP may have been deemed a director by deputization of the Issuer. This filing shall not be deemed an admission that either of them is or was a director by deputization nor that the Reporting Persons are otherwise subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are or were 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.

Remarks:

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

	By:/s/ Egon Durban, Co-CEO, Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., GP of Silver Lake Technology Associates III, L.P., managing member of SLP Denali Co-Invest GP, L.L.C., GP of SLP Denali Co-Invest, L.P.	01/02/2020
	By:/s/ Egon Durban, Co-CEO, Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., general partner of Silver Lake Technology Associates III, L.P., managing member of SLP Denali Co-Invest GP, L.L.C.	01/02/2020
	** Signature of Reporting Person	Date
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