Dell Technologies : Private Placement - Form 8-K

Item 3.02 Unregistered Sales of Equity Securities.

On March 3, 2024 and March 4, 2024, Dell Technologies Inc. (the "Company") issued an aggregate of 4,625,237 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 SL SPV-2, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., Silver Lake Partners V DE (AIV), L.P. and Silver Lake Technology Investors V, L.P. (collectively, the "Silver Lake Funds"). The Silver Lake Funds reported in filings with the Securities and Exchange Commission that the conversions of Class B Common Stock referred to above were effected in connection with various distributions by certain of the Silver Lake Funds of such shares, pro rata to their participants and, in some cases, sales of such shares by certain of the Silver Lake Funds and their affiliates.

In addition, on March 5, 2024, the Company issued 25,000,000 shares of 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 Michael S. Dell, the Chairman and Chief Executive Officer of the Company. The issuance of such shares of Class C Common Stock was made in part in connection with proposed open-market sales of 7,000,000 shares by Mr. Dell as reported in filings with the Securities and Exchange Commission. Prior to the conversion, Mr. Dell beneficially owned a total of 323,334,081 shares of Class A Common Stock and 15,412,241 shares of Class C Common Stock plus 3,549,014 shares of Class C Common Stock held by the Michael & Susan Dell Foundation. Mr. Dell's beneficial ownership excludes 29,890,896 shares of Class A Common Stock and 1,380,000 shares of Class C Common Stock beneficially owned by Susan Lieberman Dell Separate Property Trust and Susan L. Dell, which he may be deemed to beneficially own.

As of January 11, 2024, before the foregoing conversions, the Company had 262,220,998 shares of Class C Common Stock outstanding.

Under the Company's certificate of incorporation, any holder of Class A Common Stock or 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 A Common Stock or Class B Common Stock held by such holder into shares of Class C Common Stock on a one-to-one basis. In addition, the shares of Class A Common Stock and Class B Common Stock are automatically convertible into shares of Class C Common Stock on a one-to-one basis upon certain transfers in the circumstances described in the certificate of incorporation. Each share of Class C Common Stock bears the same dividend and liquidation rights as one share of Class A Common Stock or Class B Common Stock.

The issuance of the shares of Class C Common Stock pursuant to the foregoing transactions 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. It is expected that the issuance of any additional shares of Class C Common Stock upon any future optional or automatic conversion of shares of Class A Common Stock or Class B Common Stock also will be made without registration in reliance on the exemption from registration under the Securities Act of 1933 afforded by Section 3(a)(9) thereof.

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