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

On June 24, 2019, Dell Technologies Inc. (the “Company”) issued an aggregate of 33,449,504 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 A common stock (the “Class A Common Stock”) held by MSDC Denali Investors, L.P. and MSDC Denali EIV, LLC. On June 20, 2019, the Company issued an aggregate of 132,020 shares of the Class C Common Stock upon conversion of the same number of shares of the Class A Common Stock held by employees. On June 24, 2019, the Company issued an aggregate of 1,020,558 shares of the Class C Common Stock upon conversion of the same number of shares of the Class A Common Stock held by stockholders. Under the Company’s certificate of incorporation, any holder of Class A Common Stock has the right, at any time and from time to time, 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. Each share of Class C Common Stock bears the same dividend and liquidation rights as one share of Class A Common Stock. The conversion of Class A Common Stock to Class C Common Stock by the stockholders referred to above does not represent a sale by such stockholders of the Company’s common stock. The foregoing transactions were effected 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 with any stockholder.

In addition, on June 6, 2019, June 11, 2019 and June 14, 2019, the Company issued to employees an aggregate of 14,024 shares of the Class C Common Stock for an aggregate purchase price of approximately $167,088 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.