|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
|
Dell Technologies Inc. (Name of Issuer) |
Class C Common Stock, par value $0.01 per share (Title of Class of Securities) |
24703L202 (CUSIP Number) |
Andrew J. Schader, Esq c/o Silver Lake 55 Hudson Yards, 550 West 34th Street, 40th Floor New York, NY, 10001 212-981-5600 Kenneth B. Wallach, Esq. Simpson Thacher & Bartlett LLP, 425 Lexington Avenue New York, NY, 10017 212-455-2000 Hui Lin, Esq. Simpson Thacher & Bartlett LLP, 425 Lexington Avenue New York, NY, 10017 212-455-2000 Jessica Asrat, Esq Simpson Thacher & Bartlett LLP, 425 Lexington Avenue New York, NY, 10017 212-455-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/08/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose 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).
SCHEDULE 13D
|
| CUSIP No. | 24703L202 |
| 1 |
Name of reporting person
SL SPV-2, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
23,949,646.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 24703L202 |
| 1 |
Name of reporting person
SLTA SPV-2, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
23,987,742.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 24703L202 |
| 1 |
Name of reporting person
SLTA SPV-2 (GP), L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
23,987,742.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 24703L202 |
| 1 |
Name of reporting person
Silver Lake Partners IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
24,585,515.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 24703L202 |
| 1 |
Name of reporting person
Silver Lake Technology Investors IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
361,735.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The above beneficial ownership reflects less than 0.1% of the outstanding shares of Class C Common Stock outstanding. See Item 5.
SCHEDULE 13D
|
| CUSIP No. | 24703L202 |
| 1 |
Name of reporting person
Silver Lake Technology Associates IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
24,947,250.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 24703L202 |
| 1 |
Name of reporting person
SLTA IV (GP), L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
24,947,250.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 24703L202 |
| 1 |
Name of reporting person
Silver Lake Partners V DE (AIV), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,308,106.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 24703L202 |
| 1 |
Name of reporting person
Silver Lake Technology Investors V, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
163,121.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The above beneficial ownership reflects less than 0.1% of the outstanding shares of Class C Common Stock outstanding. See Item 5.
SCHEDULE 13D
|
| CUSIP No. | 24703L202 |
| 1 |
Name of reporting person
Silver Lake Technology Associates V, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,492,632.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 24703L202 |
| 1 |
Name of reporting person
SLTA V (GP), L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,492,632.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 24703L202 |
| 1 |
Name of reporting person
Silver Lake Group, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
62,513,399.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class C Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Dell Technologies Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
One Dell Way, Round Rock,
TEXAS
, 78682. | |
Item 1 Comment:
This Amendment No. 10 (the Amendment No. 10), being filed by SL SPV-2, L.P. (SPV-2), SLTA SPV-2, L.P. (SLTA GP), SLTA SPV-2 (GP), L.L.C. (SLTA SPV GP), Silver Lake Partners IV, L.P. (SLP IV), Silver Lake Technology Investors IV, L.P. (SLTI IV), Silver Lake Technology Associates IV, L.P. (SLTA IV), SLTA IV (GP), L.L.C. (SLTA IV GP), Silver Lake Partners V DE (AIV), L.P. (SLP V), Silver Lake Technology Investors V, L.P. (SLTI V), Silver Lake Technology Associates V, L.P. (SLTA V), SLTA V (GP), L.L.C. (SLTA V GP), and Silver Lake Group, L.L.C. (SLG, and collectively, the Reporting Persons) amends the Schedule 13D initially filed on February 19, 2019, as amended by Amendment No. 1 filed on July 2, 2019, Amendment No. 2 filed on January 2, 2020, Amendment No. 3 filed on July 1, 2021, Amendment No. 4 filed on July 13, 2023, Amendment No. 5 filed on January 18, 2024, Amendment No. 6 filed on March 6, 2024, Amendment No. 7 filed on March 22, 2024, Amendment No. 8 filed on June 5, 2024 and Amendment No. 9 filed on July 10, 2024 (as amended, the Schedule 13D). The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 9 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in the amended and restated Annex A attached hereto as Exhibit 99.2 is incorporated herein by reference in this amended Item 2. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a) - (c) of the Schedule 13D are hereby amended and restated as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 are incorporated by reference in its entirety into this Item 5.
The Reporting Persons may be deemed to beneficially own an aggregate of 62,513,399 shares of the Issuer's Class C Common Stock, which constitutes approximately 8.9% of the total outstanding common stock of the Issuer, based on 700,459,151 shares of common stock outstanding in the aggregate as of December 3, 2024. Subject to the terms of the Issuer's amended and restated certificate of incorporation, each holder of record of: (1) Class A Common Stock is entitled to 10 votes per share of Class A Common Stock; (2) Class B Common Stock is entitled to 10 votes per share of Class B Common Stock; (3) Class C Common Stock is entitled to one vote per share of Class C Common Stock; and (4) Class D Common Stock is not entitled to any vote on any matter except to the extent required by provisions of Delaware law (in which case such holder is entitled to one vote per share of Class D Common Stock), in the case of each of (1) through (4), which is outstanding in such holder's name on the books of the Issuer and which is entitled to vote. The board of directors of the Issuer has a class consisting of the Group I Directors and a class consisting of the Group IV Directors (each as defined in the Issuer's certificate of incorporation, as amended). The holders of shares of all series of common stock outstanding will vote as one class with respect to the election of all Group I Directors and the holders of Class C Common Stock will vote separately as a series with respect to the election of the Group IV Director. Except as may otherwise be provided in the Issuer's certificate of incorporation, as amended, or as may otherwise be required by Delaware law, with respect to all other matters to be voted on by stockholders of the Issuer, the holders of shares of all series of common stock outstanding will vote as one class. As a result of the above, the 62,513,399 shares of Class C Common Stock beneficially owned in the aggregate by the Reporting Persons is entitled to approximately 16.6% of the combined voting power of the common stock of the Issuer, based on 700,459,151 shares of common stock outstanding in the aggregate, including 361,328,687 shares of Class C Common Stock outstanding as follows: 357,337,184 shares of Class C Common Stock outstanding as of December 3, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q, filed on December 10, 2024, plus the additional 3,991,503 shares of Class C Common Stock issued upon the conversion of an equal number of shares of Class B Common Stock on December 5, 2024, December 6, 2024, January 6, 2025, January 7, 2025 and January 8, 2025, in connection with the sales and distributions described in this Schedule 13D and as described further in Exhibit 99.3 attached hereto and assuming conversion of all outstanding shares of Class B Common Stock which may be deemed to be beneficially owned by the Reporting Persons into shares of Class C Common Stock.
The Reporting Persons may be deemed to beneficially own an aggregate of 62,513,399 shares of the Issuer's Class C Common Stock, including an aggregate of 45,056 shares of the Issuer's Class C Common Stock held directly by the Reporting Persons, 100,220 shares of the Issuer's Class C Common Stock held by the Reporting Persons on behalf of certain of their employees and certain managing members of SLG over which the Reporting Persons may be deemed to have voting power but no dispositive power, and an aggregate of 62,368,123 shares of the Issuer's Class B Common Stock held by the Reporting Persons, which are convertible into shares of Class C Common Stock on a one-for-one basis at any time at the holder's election, representing approximately 14.8% of the issued and outstanding shares of the Issuer's Class C Common Stock calculated on the basis of Rule 13d-3 of the Exchange Act. The percentages of beneficial ownership in this Schedule 13D are based on 361,328,687 shares of Class C Common Stock outstanding as follows: 357,337,184 shares of Class C Common Stock outstanding as of December 3, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q, filed on December 10, 2024, plus the additional 3,991,503 shares of Class C Common Stock issued upon the conversion of an equal number of shares of Class B Common Stock on December 5, 2024, December 6, 2024, January 6, 2025, January 7, 2025 and January 8, 2025, in connection with the sales and distributions described herein, and assuming conversion of all outstanding shares of Class B Common Stock which may be deemed to be beneficially owned by the Reporting Persons into shares of Class C Common Stock, as applicable.
Information with respect to the beneficial ownership of Class C Common Stock by the individuals listed in Annex 2 attached hereto as Exhibit 99.2 is incorporated herein by reference in response to this Item 5.
The references to and description of the Issuer's amended and restated certificate of incorporation set forth above is not intended to be complete and is qualified in its entirety by reference to the full text of such certificate, which is filed as Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 29, 2022.
| |
| (b) | See Item 5(a) above. | |
| (c) | Except as set forth in this Schedule 13D and in Annex A attached hereto as Exhibit 99.2, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other person listed in Annex A, have effected any transaction in Class C Common Stock in the past 60 days.
During the past 60 days, (i) on December 5, 2024, December 6, 2024, December 10, 2024, January 6, 2025, January 7, 2025 and January 8, 2025, certain of the Reporting Persons sold an aggregate of 2,958,810 shares of Class C Common Stock, (ii) on December 9, 2024, certain of the Reporting Persons initiated distributions of an aggregate of 618,395 shares of Class C Common Stock to certain of their respective direct and indirect equity holders, with SL SPV-2, L.P. distributing 275,905 shares, SLP IV distributing 210,126 shares and SLP V distributing 132,364 shares, (iii) on December 27, 2024, certain of the Reporting Persons initiated distributions of an aggregate of 185,648 shares of Class C Common Stock to certain of their respective direct and indirect equity holders, with SL SPV-2, L.P. distributing 116,194 shares and SLP V distributing 69,454 shares, and (iv) on January 10, 2025, certain of the Reporting Persons initiated distributions of an aggregate of 418,331 shares of Class C Common Stock to certain of their respective direct and indirect equity holders, with SL SPV-2, L.P. distributing 192,718 shares, SLP IV distributing 146,275 shares and SLP V distributing 79,338 shares. The shares of Class C Common Stock described in clauses (i) through (iv) above were received upon conversion on December 5, 2024, December 6, 2024, January 6, 2025, January 7, 2025 and January 8, 2025 of an equal number of shares of Class B Common Stock held by such Reporting Persons. The Class B Common Stock is convertible into an equal number of shares of Class C Common Stock, at any time.
| |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit No. Description
99.1 Signature Pages
99.2 Annex A Managing Members of Silver Lake Group, L.L.C.
99.3 Annex B Sales of Class C Common Stock by Reporting Persons during the prior 60 days
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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 statement is true, complete and correct.
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