SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
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Dell Technologies Inc.
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(Name of Issuer)
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Class C Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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24703L 202
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(CUSIP Number)
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December 31, 2023
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No.
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24703L 202
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1
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NAMES OF REPORTING PERSONS
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Susan Lieberman Dell Separate Property Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
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31,270,896 shares of Class C Common Stock (1)
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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31,270,896 shares of Class C Common Stock (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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31,270,896 shares of Class C Common Stock (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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10.7% (2)
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12
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TYPE OF REPORTING PERSON*
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OO
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CUSIP No.
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24703L 202
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1
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NAMES OF REPORTING PERSONS
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Susan L. Dell
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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-0-
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6
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SHARED VOTING POWER
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37,598,983 shares of Class C Common Stock (1)
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7
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SOLE DISPOSITIVE POWER
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-0-
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8
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SHARED DISPOSITIVE POWER
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37,598,983 shares of Class C Common Stock (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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37,598,983 shares of Class C Common Stock (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12.9% (2)
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12
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TYPE OF REPORTING PERSON*
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IN
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CUSIP No.
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24703L 202
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1
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NAMES OF REPORTING PERSONS
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Hexagon Trust Company
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New Hampshire
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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-0-
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6
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SHARED VOTING POWER
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31,270,896 shares of Class C Common Stock (1)
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7
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SOLE DISPOSITIVE POWER
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-0-
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8
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SHARED DISPOSITIVE POWER
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31,270,896 shares of Class C Common Stock (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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31,270,896 shares of Class C Common Stock (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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10.7% (2)
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12
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TYPE OF REPORTING PERSON*
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CO
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CUSIP No.
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24703L 202
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1
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NAMES OF REPORTING PERSONS
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Marc R. Lisker
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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-0-
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6
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SHARED VOTING POWER
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31,270,896 shares of Class C Common Stock (1)
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7
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SOLE DISPOSITIVE POWER
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-0-
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8
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SHARED DISPOSITIVE POWER
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31,270,896 shares of Class C Common Stock (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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31,270,896 shares of Class C Common Stock (1)
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|||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING PERSON*
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IN
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Item 1(a)
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Name of Issuer:
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The name of the issuer is Dell Technologies Inc. (the “Issuer”).
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Item 1(b)
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Address of Issuer's Principal Executive Offices:
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The Issuer’s principal executive offices are located at One Dell Way, Round Rock, Texas 78682.
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Item 2(a)
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Name of Person Filing:
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This Amendment No. 3 to Schedule 13G is being jointly filed by and on behalf of each of Susan Lieberman Dell Separate Property Trust (the “Trust”), Susan L. Dell, Hexagon Trust
Company (the “Trustee”) and Marc R. Lisker (collectively, “the “Reporting Persons”).
The Trust is the record holder of 29,890,896 shares of Class A common stock, par value $0.01 per share (the “Class A
Common Stock”), of the Issuer, and 1,380,000 shares of Class C common stock, par value $0.01 per share (the “Class C Common Stock”), of the Issuer. The Class A Common Stock is convertible into an equal number of shares of Class C Common
Stock at any time. Mrs. Dell is the beneficiary of, and may be deemed to beneficially own securities beneficially owned by, the Trust. In addition, Mrs. Dell has joint control over the disposition of 6,328,087 shares of Class C Common
Stock held by the Michael & Susan Dell Foundation (the “MSD Foundation”). Mrs. Dell disclaims any pecuniary interest in any securities beneficially owned by the MSD Foundation. The Trustee is the trustee of, and may be deemed to
beneficially own securities beneficially owned by, the Trust. Mr. Lisker is the President of, and may be deemed to beneficially own the securities beneficially owned by, the Trustee. Each of the Trustee and Mr. Lisker disclaims any
pecuniary interest in the assets of, or any securities beneficially owned by, the Trust.
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Item 2(b)
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Address of Principal Business Office or, if none, Residence:
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The address of the principal business office of the Trust and the Trustee is 60 Penhallow Street, Suite 400,
Portsmouth, New Hampshire 03801. The address of the principal business office of Mrs. Dell and Mr. Lisker is One Vanderbilt Avenue, 26th Floor, New York, New York 10017.
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| Item 2(c) | Citizenship: |
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The Trust is organized under the laws of the State of Texas.
The Trustee is incorporated under the laws of the State of New Hampshire.
Each of Mrs. Dell and Mr. Lisker is a citizen of the United States of America
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Item 2(d)
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Title of Class of Securities:
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Class C Common Stock, par value $0.01 per share
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Item 2(e)
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CUSIP No.:
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24703L 202
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Item 3
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If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
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| Item 4 |
Ownership: |
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The Trust, the Trustee and Marc R. Lisker
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(a)
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Amount beneficially owned: 31,270,896 (1)
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(b)
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Percent of class: 10.7% (2)
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 31,270,896 (1)
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 31,270,896 (1)
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Susan L. Dell
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(a)
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Amount beneficially owned: 37,598,983 (3)
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(b)
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Percent of class: 12.9% (2)
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: -0-
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(ii)
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Shared power to vote or direct the vote: 37,598,983 (3)
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(iii)
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Sole power to dispose or direct the disposition: -0-
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(iv)
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Shared power to dispose or direct the disposition: 37,598,983 (3)
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Item 5
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Ownership of Five Percent or Less of a Class: |
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following ☐.
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| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person: |
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Not applicable.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group:
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Not applicable.
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Item 9
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Notice of Dissolution of Group:
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Not applicable.
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Item 10
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Certification:
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Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Amendment No. 3 to Schedule 13G is true, complete and correct.
Date: February 13, 2024
| Susan Lieberman Dell Separate Property Trust | ||||
| By: |
Hexagon Trust Company, as Trustee | |||
| By: |
/s/ Marc R. Lisker |
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| Name: |
Marc R. Lisker |
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| Title: | President |
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Susan L. Dell
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| By: |
/s/ Marc R. Lisker | |||
| Name: | Marc R. Lisker | |||
| Title: |
Attorney-in-Fact | |||
| Hexagon Trust Company | ||||
| By: |
/s/ Marc R. Lisker | |||
| Name: | Marc R. Lisker | |||
| Title: | President | |||
| Marc R. Lisker | ||||
| /s/ Marc R. Lisker | ||||
| Marc R. Lisker |