| 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Dell Technologies Inc [ DVMT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/28/2017 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 09/28/2017 | A | 4,229(1) | A | $0(1) | 6,274 | D | |||
| Class V Common Stock | 09/28/2017 | A | 1,990(2) | A | $0(2) | 3,153 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Options to Acquire Class C Common Stock | $32.7 | 09/28/2017 | A | 4,986 | (3) | 09/28/2027 | Class C Common Stock | 4,986 | $0 | 4,986 | D | ||||
| Options to Acquire Class V Common Stock | $77.15 | 09/28/2017 | A | 3,227 | (3) | 09/28/2027 | Class V Common Stock | 3,227 | $0 | 3,227 | D | ||||
| Explanation of Responses: |
| 1. Represents a grant of 430 restricted stock units ("RSUs") and 3,799 deferred stock units ("DSUs"). The RSUs vest in full on the first anniversary of the annual meeting of stockholders of Dell Technologies Inc. (the "Company") held on June 26, 2017 (the "2017 Annual Meeting"), contingent on the reporting person's continued service on such vesting date. Of the DSUs, 1,363 DSUs vested in full on September 14, 2017 and 2,436 DSUs vest in full on the first anniversary of the 2017 Annual Meeting, contingent on the reporting person's continued service on such vesting date. The DSUs settle following the reporting person's separation from service from the Company. |
| 2. Represents a grant of 183 RSUs and 1,807 DSUs. The RSUs vest in full on the first anniversary of the 2017 Annual Meeting, contingent on the reporting person's continued service on such vesting date. Of the DSUs, 775 DSUs vested in full on September 14, 2017 and 1,032 DSUs vest in full on the first anniversary of the 2017 Annual Meeting, contingent on the reporting person's continued service on such vesting date. The DSUs settle following the reporting person's separation from service from the Company. |
| 3. These stock options vest in full on the first anniversary of the 2017 Annual Meeting, contingent on the reporting person's continued service on such vesting date. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Janet Bawcom, Attorney-in-Fact | 10/02/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 24
Limited Power of Attorney for Section 16 Reporting Obligations
The undersigned hereby constitutes and appoints Janet Bawcom, Robert Potts and James Williamson as the undersigned's true and lawful attorneys-in-fact to:
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(1)
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execute for and on behalf of the undersigned reports on Forms 3, 4 and 5 relating to Dell Technologies Inc. in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
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(2)
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do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such report on Form 3, 4, or 5 and the timely filing of such form with the Securities and Exchange Commission and any other authority; and
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(3)
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take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned.
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The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that none of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney may be revoked only by delivering a signed, original "Revocation of Power of Attorney" to the attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25th day of July, 2017.
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/s/ Ellen J. Kullman
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Name: Ellen J. Kullman
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