SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Temasek Holdings (Private) Ltd

(Last) (First) (Middle)
60B ORCHARD ROAD #06-18 TOWER 2
THE ATRIUM@ORCHARD

(Street)
SINGAPORE U0 238891

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/26/2018
3. Issuer Name and Ticker or Trading Symbol
Dell Technologies Inc [ DELL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class C Common Stock 18,181,818 I See Footnote(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The shares of Class C Common Stock are directly held by Venezio Investments Pte. Ltd., which is a direct wholly-owned subsidiary of Napier Investments Pte. Ltd. Napier Investments Pte. Ltd. is a direct wholly-owned subsidiary of Tembusu Capital Pte. Ltd., which in turn is a direct wholly-owned subsidiary of Temasek Holdings (Private) Limited. Napier Investments Pte. Ltd., Tembusu Capital Pte. Ltd. and Temasek Holdings (Private) Limited may therefore be deemed to have or share beneficial ownership of the securities held by Venezio Investments Pte. Ltd. Each such person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
2. Venezio Investment Pte. Ltd. acquired the Class C Common Stock pursuant to a Common Stock Purchase Agreement by and between Denali Holding Inc. and Venezio Investment Pte. Ltd., dated as of October 12, 2015. The reporting persons are making this filing as a result of the registration of the Class C Common Stock by Dell Technologies Inc. as of the date hereof in connection with the transactions contemplated by the Agreement and Plan of Merger, dated July 1, 2018 (as amended from time to time), between the Issuer and Teton Merger Sub Inc.
/s/ Gregory Tan, Authorised Signatory, Temasek Holdings (Private) Limited 12/26/2018
** 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 5 (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).
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