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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)*

Dell Technologies Inc.
(Name of Issuer)
 
Class C Common Stock, par value $0.01 per share
(Title of Class of Securities)
 

 24703L 202
(CUSIP Number)
 
September 30, 2024
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
☐
Rule 13d-1(b)
 
☐
Rule 13d-1(c)
 
☒
Rule 13d-1(d)

*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).
CUSIP No.
24703L 202

 
 
 
1
NAMES OF REPORTING PERSONS
 
 
 
 
 
Michael S. Dell
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
 

(b) ☐
  

3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
288,746,322 shares of Class C Common Stock (1)
 
 
 
 
6
SHARED VOTING POWER
 
 
-0-
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
288,746,322 shares of Class C Common Stock (1)
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
-0-
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
288,746,322 shares of Class C Common Stock (1)
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 ☐

       
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
47.7% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON*
 
 
IN
 
 
 
 

(1)
Reflects (a) 271,834,081 shares of Class A common stock of the Issuer (the “Class A Common Stock”) and (b) 16,912,241 shares of Class C common stock of the Issuer (the “Class C Common Stock”) held of record by the reporting person. Each share of Class A Common Stock is convertible into an equal number of shares of Class C Common Stock at any time. Assumes the conversion of the Class A Common Stock referred to above into shares of Class C Common Stock.

(2)
Based on 333,874,468 shares of Class C Common Stock issued and outstanding as of September 18, 2024, as disclosed in the Issuer’s Current Report on Form 8-K, filed on September 19, 2024. Assumes the conversion of the Class A Common Stock referred to in footnote 1 into shares of Class C Common Stock.
 Item 1(a)
 Name of Issuer:
 
 
 
The name of the issuer is Dell Technologies Inc. (the “Issuer”).
 
 
Item 1(b)
Address of Issuer's Principal Executive Offices:
 
 
 
The Issuer’s principal executive offices are located at One Dell Way, Round Rock, Texas 78682.
 
 
Item 2(a)
Name of Person Filing:
 
 
 
This Amendment No. 5 to Schedule 13G is being filed by Michael S. Dell (the “Reporting Person”).

The shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of the Issuer and the shares of Class C common stock, par value $0.01 per share (the “Class C Common Stock”), of the Issuer reflected in Item 4 exclude in each case 29,890,896 shares of Class A Common Stock and 1,380,000 shares of Class C Common Stock beneficially owned by Susan Lieberman Dell Separate Property Trust and Susan L. Dell, which the Reporting Person may be deemed to beneficially own.
 
 
Item 2(b)
Address of Principal Business Office or, if none, Residence:
 
 
 
The address of the principal business office of the Reporting Person is One Dell Way, Round Rock, Texas 78682.
 
 
Item 2(c)  Citizenship:
   
 
The Reporting Person is a citizen of the United States.
   
Item 2(d)
Title of Class of Securities:
 
 
 
Class C Common Stock, par value $0.01 per share
 
 
Item 2(e)
CUSIP No.:
 
 
 
24703L 202
 
 
Item 3
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:
 
 

Not applicable.


Item 4 Ownership:

 
(a)
  Amount beneficially owned (1): 288,746,322
 
 
(b)
  Percent of class (2):  47.7%
 
 
(c)
  Number of shares as to which such person has: 
 
 
(i)
  Sole power to vote or direct the vote (1):  288,746,322
 
 
 
(ii)
  Shared power to vote or direct the vote: -0-
 
 
 
(iii)
  Sole power to dispose or direct the disposition (1):  288,746,322
 
 
 
(iv)
  Shared power to dispose or direct the disposition: -0-


(1)
Reflects (a) 271,834,081 shares of Class A Common Stock and (b) 16,912,241 shares of Class C Common Stock held of record by the reporting person. Under the Sixth Amended and Restated Certificate of Incorporation of the Issuer, at any time and from time to time, any holder of Class A Common Stock has the right to convert all or any of the shares of Class A Common Stock held by such holder into shares of Class C Common Stock on a one-to-one basis. Assumes the conversion of the Class A Common Stock referred to above into shares of Class C Common Stock.

(2)
The percentage of class shown is based on 333,874,468 shares of Class C Common Stock issued and outstanding as of September 18, 2024, as disclosed in the Issuer’s Current Report on Form 8-K, filed on September 19, 2024, and assumes the conversion of the Class A Common Stock referred to above into shares of Class C Common Stock.



Item 5
 Ownership of Five Percent or Less of a Class:
   


 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  ☐.
 
Item 6 Ownership of More Than Five Percent on Behalf of Another Person:


 
 Not applicable.


Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
 
 
 
Not applicable.
 
 
Item 8
Identification and Classification of Members of the Group:
 
 
 
Not applicable.
 
 
Item 9
Notice of Dissolution of Group:
 
 
 
Not applicable.
 
 
Item 10
Certification:
 
 
 
Not applicable.
 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 5 to Schedule 13G is true, complete and correct.

   Dated: November 12, 2024


 

Michael S. Dell
 
 


 
 
 
By:
/s/  James Williamson
 
 
Name:
James Williamson
 
 
Title:
Attorney-in-Fact