Dell Technologies Inc. (NYSE:DVMT) Files An 8-K Unregistered Sales of Equity Securities

On June 28, 2019, Dell Technologies Inc. (the “Company”) issued 17,650,820 shares of the Company’s Class C common stock (the “Class C Common Stock”) upon conversion of the same number of shares of the Company’s Class B common stock (the “Class B Common Stock”) held by SLP Denali Co-Invest, L.P. (“SLP Denali”). SLP Denali reports that it is a co-invest vehicle that holds common stock of the Company solely for the benefit of third-party investors co-investing alongside the Silver Lake Partners funds. SLP Denali reported in a Form 4 filed with the SEC on July 2, 2019 that the conversion of Class B Common Stock referred to above was effected in connection with a distribution by SLP Denali of half of its interest in the Company, or 17,650,820 shares of Class C Common Stock, pro rata to its participants, who will now hold their shares of Class C Common Stock directly and who will have investment discretion over those shares. The distribution was previously described in a Schedule 13D filed on February 19, 2019 by SLP Denali and certain Silver Lake Partners funds and their affiliates that was amended on July 2, 2019 in connection with the completion of the distribution. The pro rata distribution by SLP Denali of shares of Class C Common Stock to its investors did not involve any sale or distribution of shares of the Company’s common stock by the Silver Lake Partners funds, which retain their full interests, or 119,336,038 shares of Class B Common Stock.

Under the Company’s certificate of incorporation, any holder of Class B Common Stock has the right, at any time and from time to time, to convert all or any of the shares of Class B Common Stock held by such holder into shares of Class C Common Stock on a one-to-one basis. Each share of Class C Common Stock bears the same dividend and liquidation rights as one share of Class B Common Stock. The issuance of the shares of Class C Common Stock was made without registration in reliance on the exemption from registration under the Securities Act of 1933 afforded by Section 3(a)(9) thereof. No commission or other remuneration was paid or given directly or indirectly for soliciting the exchange of such securities.

In addition, on June 25, 2019 and June 27, 2019, the Company issued to employees an aggregate of 411 shares of the Class C Common Stock for an aggregate purchase price of approximately $1,200 to exercises of stock options granted under the Dell Inc. Amended and Restated 2002 Long-Term Incentive Plan. The foregoing transactions were effected without registration in reliance on the exemption from registration under the Securities Act of 1933 afforded by Rule 701 thereunder as transactions to compensatory benefit plans or contracts relating to compensation as provided under such rule.