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.

NAMES OF REPORTING PERSONS

Michael S. Dell

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

351,386,322 shares of Class C Common Stock (1)

SHARED VOTING POWER

-0-

SOLE DISPOSITIVE POWER

351,386,322 shares of Class C Common Stock (1)

SHARED DISPOSITIVE POWER

-0-

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

351,386,322 shares of Class C Common Stock (1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

67.2% (2)

TYPE OF REPORTING PERSON

IN

Reflects (a) 350,859,401 shares of Class A common stock of the Issuer (the “Class A Common Stock”) (consisting of 339,950,310 outstanding shares of Class A Common Stock held of record by Mr. Dell (the “Reporting Person”) and 10,909,091 shares of Class A Common Stock which the Reporting Person may acquire upon the exercise of vested stock options) and (b) 526,921 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.

Based on approximately 171,909,324 shares of Class C Common Stock issued and outstanding as of December 28, 2018, as reported in the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on December 28, 2018. Assumes the conversion of the Class A Common Stock referred to in footnote 1 into shares of Class C Common Stock.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if none, Residence:

Citizenship:

Title of Class of Securities:

CUSIP No.:

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership.

Amount beneficially owned(1):

Percent of class(2):

Reflects (a) 350,859,401 shares of Class A Common Stock (consisting of 339,950,310 outstanding shares of Class A Common Stock held of record by the Reporting Person and 10,909,091 shares of Class A Common Stock which the Reporting Person may acquire upon the exercise of vested stock options) and (b) 526,921 shares of Class C Common Stock held of record by the Reporting Person. Under the Fifth 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.

Reflects (a) 350,859,401 shares of Class A Common Stock (consisting of 339,950,310 outstanding shares of Class A Common Stock held of record by the Reporting Person and 10,909,091 shares of Class A Common Stock which the Reporting Person may acquire upon the exercise of vested stock options) and (b) 526,921 shares of Class C Common Stock held of record by the Reporting Person. The percentage of class shown is based on approximately 171,909,324 shares of Class C Common Stock issued and outstanding as of December 28, 2018, as reported in the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on December 28, 2018, and assumes the conversion of the Class A Common Stock referred to above into shares of Class C Common Stock.

Number of shares as to which the person has:

Sole power to vote or to direct the vote(1):

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of(1):

Shared power to dispose or to direct the disposition of:

Ownership of 5 Percent or Less of a Class.

Ownership of More Than 5 Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.

Reflects (a) 350,859,401 shares of Class A Common Stock (consisting of 339,950,310 outstanding shares of Class A Common Stock held of record by the Reporting Person and 10,909,091 shares of Class A Common Stock which the Reporting Person may acquire upon the exercise of vested stock options) and (b) 526,921 shares of Class C Common Stock held of record by the Reporting Person. Assumes the conversion of the Class A Common Stock referred to above into shares of Class C Common Stock.

Exhibit

Description of Exhibit

execute any and all filings with respect to Dell Technologies Inc. required by Michael S. Dell under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended (the “Act”) (or any similar rule with respect to foreign securities exchanges) or any rule or regulation thereunder (including any amendment, supplement and/or exhibit thereto), for, in the name of, and on behalf of Michael S. Dell;

do and perform any and all acts for, in the name of, and on behalf of Michael S. Dell which such attorney-in-fact and agent determines may be necessary or appropriate to complete and execute any and all such filings, amendments, supplements and/or exhibits, and any and all other document(s) in connection therewith;

file such reports, filings, amendments, supplements, exhibits, and/or documents with any governmental office or agency, whether United States, foreign, state or local government (including, without limitation, the U.S. Securities and Exchange Commission and state securities administrators or commissions), or any securities exchange or securities quotation system (including, without limitation, the New York Stock Exchange), as may be required under applicable laws or rules and regulations of any securities exchange or securities quotation system; and

perform any and all other acts that such attorney-in-fact and agent determines may be necessary or appropriate in connection with the foregoing that may be in the best interest of or legally required by Michael S. Dell, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as Michael S. Dell might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent, or such attorney-in-fact and agent’s substitute or substitutes, shall do or cause to be done by virtue hereof.