SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant ¨
Filed by a Party other than the Registrant x
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| x | Soliciting Material Pursuant to § 240.14a-12 |
Dell Technologies Inc.
(Name of Registrant as Specified In Its Charter)
CARL C. ICAHN
ICAHN PARTNERS LP
ICAHN PARTNERS MASTER FUND LP
HIGH RIVER LIMITED PARTNERSHIP
HOPPER INVESTMENTS LLC
BARBERRY CORP.
ICAHN ONSHORE LP
ICAHN OFFSHORE LP
ICAHN CAPITAL L.P.
IPH GP LLC
ICAHN ENTERPRISES HOLDINGS L.P.
ICAHN ENTERPRISES G.P. INC.
BECKTON CORP.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11. |
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
On October 30, 2018, Carl C. Icahn and affiliated entities filed an Amendment to their Schedule 13D relating to Dell Technologies Inc., a copy of which is filed herewith as Exhibit 1.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM THE CLASS V STOCKHOLDERS OF DELL TECHNOLOGIES INC. FOR USE AT A SPECIAL MEETING OF STOCKHOLDERS OF DELL TECHNOLOGIES INC. WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO CLASS V STOCKHOLDERS OF DELL TECHNOLOGIES INC. AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV, OR UPON REQUEST OF OUR PROXY SOLICITOR, HARKINS KOVLER, LLC, BY TELEPHONE AT +1 (212) 468-5380 OR BY EMAIL AT DVMT@HARKINSKOVLER.COM. INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION IS CONTAINED IN THE PRELIMINARY PROXY STATEMENT FILED ON SCHEDULE 14A BY CARL ICAHN AND HIS AFFILIATES WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 2018 (THE "SCHEDULE 14A"). EXCEPT AS OTHERWISE DISCLOSED IN THE SCHEDULE 14A, THE PARTICIPANTS HAVE NO INTEREST IN DELL TECHNOLOGIES INC.
EXHIBIT 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment 2)*
Dell Technologies Inc.
(Name of Issuer)
Class V Common Stock, par value $0.01 per share
(Title of Class of Securities)
24703L103
(CUSIP Number)
Andrew Langham
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 30, 2018
(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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
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. 24703L103
| 1 | NAME OF REPORTING PERSON | |
| High River Limited Partnership | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| WC | ||
| 5 | CHECK BOX 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: | ||
| 7 | SOLE VOTING POWER | |
| 3,705,904 | ||
| 8 | SHARED VOTING POWER | |
| 0 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 3,705,904 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 3,705,904 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 1.9% | ||
| 14 | TYPE OF REPORTING PERSON | |
| PN | ||
SCHEDULE 13D
CUSIP No. 24703L103
| 1 | NAME OF REPORTING PERSON | |
| Hopper Investments LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO | ||
| 5 | CHECK BOX 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: | ||
| 7 | SOLE VOTING POWER | |
| 0 | ||
| 8 | SHARED VOTING POWER | |
| 3,705,904 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 3,705,904 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 3,705,904 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 1.9% | ||
| 14 | TYPE OF REPORTING PERSON | |
| OO | ||
SCHEDULE 13D
CUSIP No. 24703L103
| 1 | NAME OF REPORTING PERSON | |
| Barberry Corp. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO | ||
| 5 | CHECK BOX 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: | ||
| 7 | SOLE VOTING POWER | |
| 0 | ||
| 8 | SHARED VOTING POWER | |
| 3,705,904 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 3,705,904 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 3,705,904 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 1.9% | ||
| 14 | TYPE OF REPORTING PERSON | |
| CO | ||
SCHEDULE 13D
CUSIP No. 24703L103
| 1 | NAME OF REPORTING PERSON | |
| Icahn Partners Master Fund LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| WC | ||
| 5 | CHECK BOX 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: | ||
| 7 | SOLE VOTING POWER | |
| 6,146,143 | ||
| 8 | SHARED VOTING POWER | |
| 0 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 6,146,143 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 6,146,143 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 3.1% | ||
| 14 | TYPE OF REPORTING PERSON | |
| PN | ||
SCHEDULE 13D
CUSIP No. 24703L103
| 1 | NAME OF REPORTING PERSON | |
| Icahn Offshore LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO | ||
| 5 | CHECK BOX 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: | ||
| 7 | SOLE VOTING POWER | |
| 0 | ||
| 8 | SHARED VOTING POWER | |
| 6,146,143 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 6,146,143 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 6,146,143 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 3.1% | ||
| 14 | TYPE OF REPORTING PERSON | |
| PN | ||
SCHEDULE 13D
CUSIP No. 24703L103
| 1 | NAME OF REPORTING PERSON | |
| Icahn Partners LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| WC | ||
| 5 | CHECK BOX 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: | ||
| 7 | SOLE VOTING POWER | |
| 8,677,450 | ||
| 8 | SHARED VOTING POWER | |
| 0 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 8,677,450 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 8,677,450 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 4.4% | ||
| 14 | TYPE OF REPORTING PERSON | |
| PN | ||
SCHEDULE 13D
CUSIP No. 24703L103
| 1 | NAME OF REPORTING PERSON | |
| Icahn Onshore LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO | ||
| 5 | CHECK BOX 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: | ||
| 7 | SOLE VOTING POWER | |
| 0 | ||
| 8 | SHARED VOTING POWER | |
| 8,677,450 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 8,677,450 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 8,677,450 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 4.4% | ||
| 14 | TYPE OF REPORTING PERSON | |
| PN | ||
SCHEDULE 13D
CUSIP No. 24703L103
| 1 | NAME OF REPORTING PERSON | |
| Icahn Capital LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO | ||
| 5 | CHECK BOX 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: | ||
| 7 | SOLE VOTING POWER | |
| 0 | ||
| 8 | SHARED VOTING POWER | |
| 14,823,593 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 14,823,593 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 14,823,593 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 7.4% | ||
| 14 | TYPE OF REPORTING PERSON | |
| PN | ||
SCHEDULE 13D
CUSIP No. 24703L103
| 1 | NAME OF REPORTING PERSON | |
| IPH GP LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO | ||
| 5 | CHECK BOX 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: | ||
| 7 | SOLE VOTING POWER | |
| 0 | ||
| 8 | SHARED VOTING POWER | |
| 14,823,593 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 14,823,593 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 14,823,593 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 7.4% | ||
| 14 | TYPE OF REPORTING PERSON | |
| OO | ||
SCHEDULE 13D
CUSIP No. 24703L103
| 1 | NAME OF REPORTING PERSON | |
| Icahn Enterprises Holdings L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO | ||
| 5 | CHECK BOX 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: | ||
| 7 | SOLE VOTING POWER | |
| 0 | ||
| 8 | SHARED VOTING POWER | |
| 14,823,593 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 14,823,593 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 14,823,593 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 7.4% | ||
| 14 | TYPE OF REPORTING PERSON | |
| PN | ||
SCHEDULE 13D
CUSIP No. 24703L103
| 1 | NAME OF REPORTING PERSON | |
| Icahn Enterprises G.P. Inc. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO | ||
| 5 | CHECK BOX 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: | ||
| 7 | SOLE VOTING POWER | |
| 0 | ||
| 8 | SHARED VOTING POWER | |
| 14,823,593 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 14,823,593 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 14,823,593 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 7.4% | ||
| 14 | TYPE OF REPORTING PERSON | |
| CO | ||
SCHEDULE 13D
CUSIP No. 24703L103
| 1 | NAME OF REPORTING PERSON | |
| Beckton Corp. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO | ||
| 5 | CHECK BOX 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: | ||
| 7 | SOLE VOTING POWER | |
| 0 | ||
| 8 | SHARED VOTING POWER | |
| 14,823,593 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 14,823,593 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 14,823,593 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 7.4% | ||
| 14 | TYPE OF REPORTING PERSON | |
| CO | ||
SCHEDULE 13D
CUSIP No. 24703L103
| 1 | NAME OF REPORTING PERSON | |
| Carl C. Icahn | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| United States of America | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | ||
| 7 | SOLE VOTING POWER | |
| 0 | ||
| 8 | SHARED VOTING POWER | |
| 18,529,497 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 18,529,497 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 18,529,497 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 9.3% | ||
| 14 | TYPE OF REPORTING PERSON | |
| IN | ||
SCHEDULE 13D
Item 1. Security and Issuer
This statement constitutes Amendment No. 2 to the Schedule 13D relating to the shares of Class V Common Stock, par value $0.01 per share (“Shares”), issued by Dell Technologies Inc. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on October 15, 2018, as previously amended (the “Schedule 13D”), to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended by replacing the first paragraph thereof with the following:
The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 18,529,497 Shares. These Shares were purchased for an aggregate purchase price of approximately $1.71 billion.
Item 5. Interest in Securities of the Issuer
Item 5(a) of the Schedule 13D is hereby amended and restated as follows:
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 18,529,497 Shares, representing approximately 9.3% of the Issuer's outstanding Shares (based upon the 199,356,591 Shares stated to be outstanding as of October 18, 2018 by the Issuer in the Issuer's proxy statement/prospectus filed with the Securities and Exchange Commission on October 19, 2018).
Item 5(b) of the Schedule 13D is hereby amended by replacing the first paragraph thereof with the following:
(b) High River has sole voting power and sole dispositive power with regard to 3,705,904 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 6,146,143 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 8,677,450 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.
Item 5(c) of the Schedule 13D is hereby amended by adding the following to the table of transactions thereunder:
| Name of Reporting Person | Date of Transaction | Amount of Securities | Price Per Share | |||||||
| High River Limited Partnership | 10/15/2018 | 46,064 | (1) | 9.96 | (2) | |||||
| High River Limited Partnership | 10/16/2018 | 3,617 | (1) | 9.97 | (2) | |||||
| High River Limited Partnership | 10/17/2018 | 33,085 | (1) | 9.80 | (2) | |||||
| High River Limited Partnership | 10/18/2018 | 59,085 | (1) | 9.90 | (2) | |||||
| High River Limited Partnership | 10/19/2018 | 86,328 | (1) | 8.98 | (2) | |||||
| High River Limited Partnership | 10/22/2018 | 69,133 | (1) | 9.63 | (2) | |||||
| High River Limited Partnership | 10/23/2018 | 1,000 | (1) | 6.97 | (2) | |||||
| High River Limited Partnership | 10/24/2018 | 70,000 | (1) | 5.91 | (2) | |||||
| High River Limited Partnership | 10/25/2018 | 1,891 | (1) | 4.98 | (2) | |||||
| High River Limited Partnership | 10/26/2018 | 28,000 | (1) | 4.26 | (2) | |||||
| High River Limited Partnership | 10/29/2018 | 1,870,007 | (3) | 94.98 | (3) | |||||
| Icahn Partners LP | 10/15/2018 | 107,859 | (1) | 9.96 | (2) | |||||
| Icahn Partners LP | 10/16/2018 | 8,468 | (1) | 9.97 | (2) | |||||
| Icahn Partners LP | 10/17/2018 | 77,468 | (1) | 9.80 | (2) | |||||
| Icahn Partners LP | 10/18/2018 | 138,349 | (1) | 9.90 | (2) | |||||
| Icahn Partners LP | 10/19/2018 | 202,138 | (1) | 8.98 | (2) | |||||
| Icahn Partners LP | 10/22/2018 | 161,876 | (1) | 9.63 | (2) | |||||
| Icahn Partners LP | 10/23/2018 | 2,341 | (1) | 6.97 | (2) | |||||
| Icahn Partners LP | 10/24/2018 | 163,907 | (1) | 5.91 | (2) | |||||
| Icahn Partners LP | 10/25/2018 | 4,428 | (1) | 4.98 | (2) | |||||
| Icahn Partners LP | 10/26/2018 | 65,562 | (1) | 4.26 | (2) | |||||
| Icahn Partners LP | 10/29/2018 | 4,378,915 | (3) | 94.98 | (3) | |||||
| Icahn Partners Master Fund LP | 10/15/2018 | 76,395 | (1) | 9.96 | (2) | |||||
| Icahn Partners Master Fund LP | 10/16/2018 | 5,998 | (1) | 9.97 | (2) | |||||
| Icahn Partners Master Fund LP | 10/17/2018 | 54,870 | (1) | 9.80 | (2) | |||||
| Icahn Partners Master Fund LP | 10/18/2018 | 97,991 | (1) | 9.90 | (2) | |||||
| Icahn Partners Master Fund LP | 10/19/2018 | 143,172 | (1) | 8.98 | (2) | |||||
| Icahn Partners Master Fund LP | 10/22/2018 | 114,655 | (1) | 9.63 | (2) | |||||
| Icahn Partners Master Fund LP | 10/23/2018 | 1,659 | (1) | 6.97 | (2) | |||||
| Icahn Partners Master Fund LP | 10/24/2018 | 116,093 | (1) | 5.91 | (2) | |||||
| Icahn Partners Master Fund LP | 10/25/2018 | 3,135 | (1) | 4.98 | (2) | |||||
| Icahn Partners Master Fund LP | 10/26/2018 | 46,438 | (1) | 4.26 | (2) | |||||
| Icahn Partners Master Fund LP | 10/29/2018 | 3,101,103 | (3) | 94.98 | (3) | |||||
| (1) | Represents Shares to be acquired pursuant to forward contracts expiring on September 24, 2020. These forward contracts were exercised by the Reporting Persons on October 29, 2018. |
| (2) | Represents the amount per Share the Reporting Person paid the counterparty to the forward contract upon entering into such forward contract, including a financing charge. The forward price was $85.00 per Share. These forward contracts were exercised by the Reporting Persons on October 29, 2018. |
| (3) | Represents Shares acquired pursuant to the Forward Contracts (as defined below). The Forward Contracts were set to expire on September 24, 2020. On October 29, 2018, the Reporting Persons exercised the Forward Contracts for an aggregate of 9,350,025 Shares, which represent all forward contracts held by the Reporting Persons as of the date of this filing, including the forward contracts to which this footnote is referenced. |
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended by replacing the first and second paragraph thereof with the following:
On the relevant dates listed above in Item 5(c), certain of the Reporting Persons entered into forward contracts (the “Forward Contracts”) providing for the purchase by such Reporting Persons of an aggregate of 9,350,025 Shares at a forward price of $85.00 per Share, for an aggregate forward price of approximately $794.8 million. The Reporting Persons also paid the counterparty to the Forward Contracts an aggregate amount of approximately $93.3 million upon entering into such Forward Contracts.
The Forward Contracts provided for physical settlement, with the Reporting Persons party thereto retaining the right to elect cash settlement. The Forward Contracts did not give any Reporting Persons direct or indirect voting, investment or dispositive control of the Shares to which such Forward Contracts related. The Forward Contracts were set to expire on September 24, 2020. On October 29, 2018, the Reporting Persons exercised all of the Forward Contracts and acquired an aggregate of 9,350,025 Shares for an aggregate purchase price of approximately $888.1 million.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 30, 2018
ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
| By: Hopper Investments LLC, general partner | |
| By: Barberry Corp. |
| By: | /s/ Edward E. Mattner |
| Name: Edward E. Mattner | |
| Title: Authorized Signatory |
ICAHN CAPITAL LP
| By: IPH GP LLC, its general partner | |
| By: Icahn Enterprises Holdings L.P., its sole member | |
| By: Icahn Enterprises G.P. Inc., its general partner |
IPH GP LLC
| By: Icahn Enterprises Holdings L.P., its sole member | |
| By: Icahn Enterprises G.P. Inc., its general partner |
ICAHN ENTERPRISES HOLDINGS L.P.
| By: Icahn Enterprises G.P. Inc., its general partner |
ICAHN ENTERPRISES G.P. INC.
| By: | /s/ SungHwan Cho |
| Name: SungHwan Cho | |
| Title: Chief Financial Officer |
| /s/ Carl C. Icahn | |
| CARL C. ICAHN |
[Signature Page of Schedule 13D/A No. 2 – Dell Technologies Inc.]