UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Dell Technologies Inc.
(Name of Issuer)
Class C Common Stock, par value $0.01 per share
(Title of Class of Securities)
24703L202
(CUSIP Number)
Andrew J. Schader, Esq.
Silver Lake
55 Hudson Yards
550 West 34th Street, 40th Floor
New York, NY 10001
(212) 981-5600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With copies to:
Kenneth B. Wallach, Esq.
Hui Lin, Esq.
Jessica Asrat, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
July 8, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | 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 disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 24703L202
| 1. |
Names of Reporting Persons.
SL SPV-2, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
25,643,818 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
25,643,818 (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
25,643,818 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
7.5% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”) convertible into an equal number of shares of Class C Common Stock, par value $0.01 per share (the “Class C Common Stock”) at any time. Assumes the conversion of the Class B Common Stock referred to above into shares of Class C Common Stock. |
| (2) | Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Shares of Class B Common Stock beneficially owned represent 3.6% of the total common stock of Dell Technologies Inc. (the “Issuer”) outstanding. See Item 5. |
2
CUSIP NO. 24703L202
| 1. |
Names of Reporting Persons.
SLTA SPV-2, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
25,772,626 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
25,772,626 (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
25,772,626 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
7.6% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Includes Class B Common Stock convertible into an equal number of shares of Class C Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class C Common Stock. |
| (2) | Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class B Common Stock beneficially owned represent 3.6% of the total common stock of the Issuer outstanding. See Item 5. |
3
CUSIP NO. 24703L202
| 1. |
Names of Reporting Persons.
SLTA SPV-2 (GP), L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
25,772,626 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
25,772,626 (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
25,772,626 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
7.6% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Includes Class B Common Stock convertible into an equal number of shares of Class C Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class C Common Stock. |
| (2) | Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class B Common Stock beneficially owned represent 3.6% of the total common stock of the Issuer outstanding. See Item 5. |
4
CUSIP NO. 24703L202
| 1. |
Names of Reporting Persons.
Silver Lake Partners IV, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
26,280,919 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
26,280,919 (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
26,280,919 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
7.7% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Includes Class B Common Stock convertible into an equal number of shares of Class C Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class C Common Stock. |
| (2) | Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class B Common Stock beneficially owned represent 3.7% of the total common stock of the Issuer outstanding. See Item 5. |
5
CUSIP NO. 24703L202
| 1. |
Names of Reporting Persons.
Silver Lake Technology Investors IV, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
384,885 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
384,885 (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
384,885 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.1% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Includes Class B Common Stock convertible into an equal number of shares of Class C Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class C Common Stock. |
| (2) | Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class B Common Stock beneficially owned represent 0.1% of the total common stock of the Issuer outstanding. See Item 5. |
6
CUSIP NO. 24703L202
| 1. |
Names of Reporting Persons.
Silver Lake Technology Associates IV, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
26,670,465 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
26,670,465 (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
26,670,465 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
7.8% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Includes Class B Common Stock convertible into an equal number of shares of Class C Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class C Common Stock. |
| (2) | Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class B Common Stock beneficially owned represent 3.8% of the total common stock of the Issuer outstanding. See Item 5. |
7
CUSIP NO. 24703L202
| 1. |
Names of Reporting Persons.
SLTA IV (GP), L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
26,670,465 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
26,670,465 (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
26,670,465 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
7.8% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Includes Class B Common Stock convertible into an equal number of shares of Class C Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class C Common Stock. |
| (2) | Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class B Common Stock beneficially owned represent 3.8% of the total common stock of the Issuer outstanding. See Item 5. |
8
CUSIP NO. 24703L202
| 1. |
Names of Reporting Persons.
Silver Lake Partners V DE (AIV), L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
14,237,910 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
14,237,910 (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
14,237,910 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
4.3% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Includes Class B Common Stock convertible into an equal number of shares of Class C Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class C Common Stock. |
| (2) | Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class B Common Stock beneficially owned represent 2.0% of the total common stock of the Issuer outstanding. See Item 5. |
9
CUSIP NO. 24703L202
| 1. |
Names of Reporting Persons.
Silver Lake Technology Investors V, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
173,561 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
173,561 (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
173,561 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
Less than 0.1% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Includes Class B Common Stock convertible into an equal number of shares of Class C Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class C Common Stock. |
| (2) | Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class B Common Stock beneficially owned represent less than 0.1% of the total common stock of the Issuer outstanding. See Item 5. |
10
CUSIP NO. 24703L202
| 1. |
Names of Reporting Persons.
Silver Lake Technology Associates V, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
14,487,675 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
14,487,675 (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
14,487,675 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
4.4% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Includes Class B Common Stock convertible into an equal number of shares of Class C Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class C Common Stock. |
| (2) | Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class B Common Stock beneficially owned represent 2.0% of the total common stock of the Issuer outstanding. See Item 5. |
11
CUSIP NO. 24703L202
| 1. |
Names of Reporting Persons.
SLTA V (GP), L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
14,487,675 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
14,487,675 (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
14,487,675 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
4.4% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Includes Class B Common Stock convertible into an equal number of shares of Class C Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class C Common Stock. |
| (2) | Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class B Common Stock beneficially owned represent 2.0% of the total common stock of the Issuer outstanding. See Item 5. |
12
CUSIP NO. 24703L202
| 1. |
Names of Reporting Persons.
Silver Lake Group, L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
67,131,936 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
67,131,936 (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
67,131,936 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
17.6% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Includes Class B Common Stock convertible into an equal number of shares of Class C Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class C Common Stock. |
| (2) | Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class B Common Stock beneficially owned represent 9.5% of the total common stock of the Issuer outstanding. See Item 5. |
13
EXPLANATORY NOTE
This Amendment No. 9 (the “Amendment No. 9”), being filed by SL SPV-2, L.P. (“SPV-2”), SLTA SPV-2, L.P. (“SLTA GP”), SLTA SPV-2 (GP), L.L.C. (“SLTA SPV GP”), Silver Lake Partners IV, L.P. (“SLP IV”), Silver Lake Technology Investors IV, L.P. (“SLTI IV”), Silver Lake Technology Associates IV, L.P. (“SLTA IV”), SLTA IV (GP), L.L.C. (“SLTA IV GP”), Silver Lake Partners V DE (AIV), L.P. (“SLP V”), Silver Lake Technology Investors V, L.P. (“SLTI V”), Silver Lake Technology Associates V, L.P. (“SLTA V”), SLTA V (GP), L.L.C. (“SLTA V GP”), and Silver Lake Group, L.L.C. (“SLG”, and collectively, the “Reporting Persons”) amends the Schedule 13D initially filed on February 19, 2019, as amended by Amendment No. 1 filed on July 2, 2019, Amendment No. 2 filed on January 2, 2020, Amendment No. 3 filed on July 1, 2021, Amendment No. 4 filed on July 13, 2023, Amendment No. 5 filed on January 18, 2024, Amendment No. 6 filed on March 6, 2024, Amendment No. 7 filed on March 22, 2024 and Amendment No. 8 filed on June 5, 2024 (as amended, the “Schedule 13D”). The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 9 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Schedule 13D.
This Amendment No. 9 is being filed to report that (i) on June 18, 2024, June 20, 2024, July 3, 2024, July 8, 2024 and July 9, 2024, certain of the Reporting Persons sold an aggregate of 4,189,501 shares of Class C Common Stock, (ii) on June 20, 2024, certain of the Reporting Persons initiated distributions of an aggregate of 384,256 shares of Class C Common Stock to certain of their respective direct and indirect equity holders, with SL SPV-2, L.P. distributing 171,487 shares, SLP IV distributing 129,386 shares and SLP V distributing 83,183 shares, (iii) on June 21, 2024, certain of the Reporting Persons initiated distributions of an aggregate of 326,666 shares of Class C Common Stock to certain of their respective direct and indirect equity holders, with SL SPV-2, L.P. distributing 145,849 shares, SLP IV distributing 109,897 shares and SLP V distributing 70,920 shares and (iv) on July 9, 2024, certain of the Reporting Persons initiated distributions of an aggregate of 411,052 shares of Class C Common Stock to certain of their respective direct and indirect equity holders, with SL SPV-2, L.P. distributing 190,028 shares, SLP IV distributing 128,898 shares and SLP V distributing 92,126 shares. The shares of Class C Common Stock described in clauses (i) through (iv) above were received upon conversion on June 4, 2024, June 18, 2024, June 20, 2024, July 3, 2024, July 8, 2024 and July 9, 2024 of an equal number of shares of Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”) held by such Reporting Persons.
| Item 2. | Identity and Background |
Item 2 of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in amended and restated Annex A hereto is incorporated by reference in this amended Item 2.
| Item 5. | Interest in Securities of the Issuer |
Item 5(a) – (c) of the Schedule 13D is hereby amended and restated as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 is incorporated by reference in its entirety into this Item 5.
(a) – (b) The Reporting Persons may be deemed to beneficially own an aggregate of 67,131,936 shares of the Issuer’s Class C Common Stock, which constitutes approximately 9.5% of the total outstanding common stock of the Issuer, based on 709,304,133 shares of common stock outstanding in the aggregate as of June 4, 2024 as set forth in the Issuer’s Quarterly Report on Form 10-Q, filed on June 11, 2024.
Subject to the terms of the Issuer’s amended and restated certificate of incorporation, each holder of record of: (1) Class A Common Stock is entitled to 10 votes per share of Class A Common Stock; (2) Class B Common Stock is entitled to 10 votes per share of Class B Common Stock; (3) Class C Common Stock is entitled to one vote per share of Class C Common Stock; and (4) Class D Common Stock is not entitled to any vote on any matter except to the extent required by provisions of Delaware law (in which case such holder is entitled to one vote per share of Class D Common Stock), in the case of each of (1) through (4), which is outstanding in such holder’s name on the books of the Issuer and which is entitled to vote. The board of directors of the Issuer has a class consisting of the Group I Directors and a class consisting of the Group IV Directors (each as defined in the Issuer’s certificate of incorporation, as amended). The holders of shares of all series of common stock outstanding will vote as one class
with respect to the election of all Group I Directors and the holders of Class C Common Stock will vote separately as a series with respect to the election of the Group IV Director. Except as may otherwise be provided in the Issuer’s certificate of incorporation, as amended, or as may otherwise be required by Delaware law, with respect to all other matters to be voted on by stockholders of the Issuer, the holders of shares of all series of common stock outstanding will vote as one class. As a result of the above, the 67,131,936 shares of Class C Common Stock beneficially owned in the aggregate by the Reporting Persons is entitled to approximately 15.6% of the combined voting power of the common stock of the Issuer, based on 709,304,133 shares of common stock outstanding in the aggregate, including
14
309,036,606 shares of Class C Common Stock outstanding as set forth in the Issuer’s Quarterly Report on Form 10-Q, filed on June 11, 2024, plus the additional 5,645,560 shares of Class C Common Stock issued upon the conversion of an equal number of shares of Class B Common Stock on June 18, 2024, June 20, 2024, July 3, 2024, July 8, 2024 and July 9, 2024 in connection with the sales and distributions described above and as described further in Annex B attached hereto.
The Reporting Persons may be deemed to beneficially own an aggregate of 67,131,936 shares of the Issuer’s Class C Common Stock, based on 201,170 shares of Class C Common Stock held by SLG, 128,808 shares of Class C Common Stock held by SLTA GP, 4,661 shares of Class C Common Stock held by SLTA IV and 76,204 shares of Class C Common Stock held by SLTA V, which were, in part, acquired in connection with the distributions described above, and an aggregate of 66,359,626 shares of the Issuer’s Class B Common Stock held by the Reporting Persons, which are convertible into shares of Class C Common Stock on a one-for-one basis at any time at the holder’s election, representing approximately 17.6% of the issued and outstanding shares of the Issuer’s Class C Common Stock calculated on the basis of Rule 13d-3 of the Exchange Act. The percentages of beneficial ownership in this Schedule 13D are based on 309,036,606 shares of Class C Common Stock outstanding as set forth in the Issuer’s Quarterly Report on Form 10-Q, filed on June 11, 2024, plus the additional 5,645,560 shares of Class C Common Stock issued upon the conversion of an equal number of shares of Class B Common Stock on June 18, 2024, June 20, 2024, July 3, 2024, July 8, 2024 and July 9, 2024 in connection with the sales and distributions described above, and assuming conversion of all outstanding shares of Class B Common Stock which may be deemed to be beneficially owned by the Reporting Persons into shares of Class C Common Stock.
The Reporting Persons currently intend that the 161,416, 121,954 and 78,097 shares of Class C Common Stock currently held by SL SPV-2, L.P., SLP IV and SLP V, respectively, will be distributed to certain of their respective direct and indirect equity holders on or about July 12, 2024.
Information with respect to the beneficial ownership of Class C Common Stock by the individuals listed in Annex A is set forth in Annex A attached hereto and incorporated herein by reference in response to this Item 5.
The references to and description of the Issuer’s amended and restated certificate of incorporation set forth above is not intended to be complete and is qualified in its entirety by reference to the full text of such certificate, which is filed as Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 29, 2022.
(c) Except as set forth in the Explanatory Note of this Schedule 13D and the Annexes attached hereto, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other person listed in Annex A, have effected any transaction in Class C Common Stock since the filing of Amendment No. 8 with the SEC on June 5, 2024.
15
Signatures
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: July 10, 2024
| SL SPV-2, L.P. | ||||
| By: | SLTA SPV-2, L.P., its general partner | |||
| By: | SLTA SPV-2 (GP), L.L.C., its general partner | |||
| By: Silver Lake Group, L.L.C., its managing member | ||||
| By: | /s/ Andrew J. Schader | |||
| Name: | Andrew J. Schader | |||
| Title: | Managing Director and General Counsel | |||
| SLTA SPV-2, L.P. | ||||
| By: | SLTA SPV-2 (GP), L.L.C., its general partner | |||
| By: | Silver Lake Group, L.L.C., its managing member | |||
| By: | /s/ Andrew J. Schader | |||
| Name: | Andrew J. Schader | |||
| Title: | Managing Director and General Counsel | |||
| SLTA SPV-2 (GP), L.L.C. | ||||
| By: | Silver Lake Group, L.L.C., its managing member | |||
| By: | /s/ Andrew J. Schader | |||
| Name: | Andrew J. Schader | |||
| Title: | Managing Director and General Counsel | |||
| Silver Lake Partners IV, L.P. | ||||||
| By: | Silver Lake Technology Associates IV, L.P., its general partner | |||||
| By: | SLTA IV (GP), L.L.C., its general partner | |||||
| By: | Silver Lake Group, L.L.C., its managing member | |||||
| By: | /s/ Andrew J. Schader | |||||
| Name: | Andrew J. Schader | |||||
| Title: | Managing Director and General Counsel | |||||
| Silver Lake Technology Investors IV, L.P. | ||||||
| By: | Silver Lake Technology Associates IV, L.P., its general partner | |||||
| By: | SLTA IV (GP), L.L.C., its general partner | |||||
| By: | Silver Lake Group, L.L.C., its managing member | |||||
| By: | /s/ Andrew J. Schader | |||||
| Name: | Andrew J. Schader | |||||
| Title: | Managing Director and General Counsel | |||||
| Silver Lake Technology Associates IV, L.P. | ||||||
| By: | SLTA IV (GP), L.L.C., its general partner | |||||
| By: | Silver Lake Group, L.L.C., its managing member | |||||
| By: | /s/ Andrew J. Schader | |||||
| Name: | Andrew J. Schader | |||||
| Title: | Managing Director and General Counsel | |||||
| SLTA IV (GP), L.L.C. | ||||||
| By: | Silver Lake Group, L.L.C., its managing member | |||||
| By: | /s/ Andrew J. Schader | |||||
| Name: | Andrew J. Schader | |||||
| Title: | Managing Director and General Counsel | |||||
| Silver Lake Partners V DE (AIV), L.P. | ||||||
| By: | Silver Lake Technology Associates V, L.P., its general partner | |||||
| By: | SLTA V (GP), L.L.C., its general partner | |||||
| By: | Silver Lake Group, L.L.C., its managing member | |||||
| By: | /s/ Andrew J. Schader | |||||
| Name: | Andrew J. Schader | |||||
| Title: | Managing Director and General Counsel | |||||
| Silver Lake Technology Investors V, L.P. | ||||||
| By: | Silver Lake Technology Associates V, L.P., its general partner | |||||
| By: | SLTA V (GP), L.L.C., its general partner | |||||
| By: | Silver Lake Group, L.L.C., its managing member | |||||
| By: | /s/ Andrew J. Schader | |||||
| Name: | Andrew J. Schader | |||||
| Title: | Managing Director and General Counsel | |||||
| Silver Lake Technology Associates V, L.P. | ||||||
| By: | SLTA V (GP), L.L.C., its general partner | |||||
| By: | Silver Lake Group, L.L.C., its managing member | |||||
| By: | /s/ Andrew J. Schader | |||||
| Name: | Andrew J. Schader | |||||
| Title: | Managing Director and General Counsel | |||||
| SLTA V (GP), L.L.C. | ||||
| By: Silver Lake Group, L.L.C., its managing member | ||||
| By: | /s/ Andrew J. Schader | |||
| Name: | Andrew J. Schader | |||
| Title: | Managing Director and General Counsel | |||
| Silver Lake Group, L.L.C. | ||||
| By: | /s/ Andrew J. Schader | |||
| Name: | Andrew J. Schader | |||
| Title: | Managing Director and General Counsel | |||
Annex A
Annex A is hereby amended and restated as follows:
The following sets forth the name and principal occupation of each of the managing members of Silver Lake Group, L.L.C., each of whom is a citizen of the United States. Also set forth below is the number of shares of Class C Common Stock beneficially owned by such persons as of end of business on July 9, 2024. Shares reflected include the following number of shares of Class C Common Stock received in the in-kind distributions described further in the Explanatory Note to this Amendment No. 9: (i) on June 20, 2024: Egon Durban (37,451), Kenneth Hao (34,615), Gregory Mondre (35,049) and Joseph Osnoss (11,311), (ii) on June 21, 2024: Egon Durban (31,867), Kenneth Hao (29,458), Gregory Mondre (29,827) and Joseph Osnoss (9,630) and (iii) on July 9, 2024: Egon Durban (39,934), Kenneth Hao (36,780), Gregory Mondre (37,263) and Joseph Osnoss (11,875).
Since the filing of Amendment No. 8 with the SEC on June 5, 2024, there have been no other transactions by such persons in the Class C Common Stock, except that (i) on June 17, 2024, Mr. Durban sold an aggregate of 142,000 shares of Class C Common Stock at an average weighted price of $142.59, (ii) on June 17, 2024, June 18, 2024, June 21, 2024 and July 1, 2024, Mr. Mondre and his investment vehicle and a charitable foundation related to Mr. Mondre sold 104,500, 110,000, 35,000 and 70,000 shares of Class C Common Stock, respectively, at average weighted prices of $143.25, $147.61, $144.31 and $141.15, respectively, (iii) on June 13, 2024, June 27, 2024 and June 28, 2024 a charitable foundation related to Mr. Hao sold 70,000, 30,430 and 30,429 shares of Class C Common Stock, respectively, at average weighted prices of $134.46, $139.35 and $138.15, respectively, and on June 13, 2024 and June 27, 2024, Mr. Hao’s investment vehicles donated 76,512 and 2,151 shares of Class C Common Stock, respectively, and (iv) on June 10, 2024 and June 25, 2024, Mr. Osnoss and his investment vehicles sold 9,165 and 1,513 shares of Class C Common Stock, respectively, at average weighted prices of $132.74 and $140.49, on June 10, 2024 and June 25, 2024, Mr. Osnoss donated 3,800 and 4,000 shares of Class C Common Stock, respectively, and on June 18, 2024, Mr. Osnoss transferred 22,098 shares of Class C Common Stock to an exchange fund.
| Name |
Business Address |
Principal Occupation |
Class C Common Stock Beneficially Owned | |||
| Egon Durban |
c/o Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park, California 94025 |
Co-CEO and Managing Member of Silver Lake Group, L.L.C. |
798,340 | |||
| Kenneth Hao |
c/o Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park, California 94025 |
Chairman and Managing Member of Silver Lake Group, L.L.C. |
37,843 | |||
| Gregory Mondre |
c/o Silver Lake 55 Hudson Yards 550 West 34th Street, 40th Floor New York, NY 10001 |
Co-CEO and Managing Member of Silver Lake Group, L.L.C. |
339,395 | |||
| Joseph Osnoss |
c/o Silver Lake 55 Hudson Yards 550 West 34th Street, 40th Floor New York, NY 10001 |
Managing Partner and Managing Member of Silver Lake Group, L.L.C. |
126,013 |
Annex B
Sales of Class C Common Stock by the Reporting Persons since the filing of Amendment No. 8 with the SEC on June 5, 2024, each of which occurred in the open market or in block sales where indicated:
| Date |
Number of Shares Sold |
Average Price Per Share |
Price Range Per Share |
Seller | ||||||||
| June 18, 2024 |
249,089 | $ | 149.23 | $148.64 to $149.64 | SL SPV-2, L.P. | |||||||
| June 18, 2024 |
285,951 | $ | 149.23 | $148.64 to $149.64 | Silver Lake Partners IV, L.P. | |||||||
| June 18, 2024 |
146,262 | $ | 149.23 | $148.64 to $149.64 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| June 18, 2024 |
24,176 | $ | 149.17 | $148.64 to $149.64 | Silver Lake Technology Investors IV, L.P. | |||||||
| June 18, 2024 |
10,902 | $ | 149.17 | $148.64 to $149.64 | Silver Lake Technology Investors V, L.P. | |||||||
| June 18, 2024 |
82,669 | $ | 149.93 | $149.64 to $150.63 | SL SPV-2, L.P. | |||||||
| June 18, 2024 |
94,903 | $ | 149.93 | $149.64 to $150.63 | Silver Lake Partners IV, L.P. | |||||||
| June 18, 2024 |
48,542 | $ | 149.93 | $149.64 to $150.63 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| June 18, 2024 |
1,806 | $ | 149.93 | $149.64 to $150.63 | Silver Lake Technology Investors IV, L.P. | |||||||
| June 18, 2024 |
814 | $ | 149.93 | $149.64 to $150.63 | Silver Lake Technology Investors V, L.P. | |||||||
| June 18, 2024 |
52,431 | $ | 151.00 | $150.64 to $151.5 | SL SPV-2, L.P. | |||||||
| June 18, 2024 |
60,189 | $ | 151.00 | $150.64 to $151.5 | Silver Lake Partners IV, L.P. | |||||||
| June 18, 2024 |
30,786 | $ | 151.00 | $150.64 to $151.5 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| June 18, 2024 |
1,145 | $ | 151.00 | $150.64 to $151.5 | Silver Lake Technology Investors IV, L.P. | |||||||
| June 18, 2024 |
517 | $ | 151.00 | $150.64 to $151.5 | Silver Lake Technology Investors V, L.P. | |||||||
| June 20, 2024 |
31,433 | $ | 150.45 | $149.97 to $150.96 | SL SPV-2, L.P. | |||||||
| June 20, 2024 |
36,107 | $ | 150.45 | $149.97 to $150.96 | Silver Lake Partners IV, L.P. | |||||||
| June 20, 2024 |
18,442 | $ | 150.45 | $149.97 to $150.96 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| June 20, 2024 |
687 | $ | 150.45 | $149.97 to $150.96 | Silver Lake Technology Investors IV, L.P. | |||||||
| June 20, 2024 |
310 | $ | 150.45 | $149.97 to $150.96 | Silver Lake Technology Investors V, L.P. | |||||||
| June 20, 2024 |
38,123 | $ | 151.51 | $150.97 to $151.96 | SL SPV-2, L.P. | |||||||
| June 20, 2024 |
43,793 | $ | 151.51 | $150.97 to $151.96 | Silver Lake Partners IV, L.P. | |||||||
| June 20, 2024 |
22,368 | $ | 151.51 | $150.97 to $151.96 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| June 20, 2024 |
834 | $ | 151.51 | $150.97 to $151.96 | Silver Lake Technology Investors IV, L.P. | |||||||
| June 20, 2024 |
376 | $ | 151.51 | $150.97 to $151.96 | Silver Lake Technology Investors V, L.P. | |||||||
| June 20, 2024 |
20,149 | $ | 152.54 | $151.97 to $152.96 | SL SPV-2, L.P. | |||||||
| June 20, 2024 |
23,146 | $ | 152.54 | $151.97 to $152.96 | Silver Lake Partners IV, L.P. | |||||||
| June 20, 2024 |
11,822 | $ | 152.54 | $151.97 to $152.96 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| June 20, 2024 |
440 | $ | 152.54 | $151.97 to $152.96 | Silver Lake Technology Investors IV, L.P. | |||||||
| June 20, 2024 |
199 | $ | 152.54 | $151.97 to $152.96 | Silver Lake Technology Investors V, L.P. | |||||||
| June 20, 2024 |
27,009 | $ | 153.39 | $152.97 to $153.96 | SL SPV-2, L.P. | |||||||
| June 20, 2024 |
31,025 | $ | 153.39 | $152.97 to $153.96 | Silver Lake Partners IV, L.P. | |||||||
| June 20, 2024 |
15,846 | $ | 153.39 | $152.97 to $153.96 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| June 20, 2024 |
590 | $ | 153.39 | $152.97 to $153.96 | Silver Lake Technology Investors IV, L.P. | |||||||
| June 20, 2024 |
266 | $ | 153.39 | $152.97 to $153.96 | Silver Lake Technology Investors V, L.P. |
| June 20, 2024 |
2,512 | $ | 154.26 | $153.97 to $154.58 | SL SPV-2, L.P. | |||||||
| June 20, 2024 |
2,886 | $ | 154.26 | $153.97 to $154.58 | Silver Lake Partners IV, L.P. | |||||||
| June 20, 2024 |
1,474 | $ | 154.26 | $153.97 to $154.58 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| June 20, 2024 |
55 | $ | 154.26 | $153.97 to $154.58 | Silver Lake Technology Investors IV, L.P. | |||||||
| June 20, 2024 |
25 | $ | 154.26 | $153.97 to $154.58 | Silver Lake Technology Investors V, L.P. | |||||||
| June 20, 2024 |
16,247 | $ | 155.46 | $155.00 to $155.99 | SL SPV-2, L.P. | |||||||
| June 20, 2024 |
18,664 | $ | 155.46 | $155.00 to $155.99 | Silver Lake Partners IV, L.P. | |||||||
| June 20, 2024 |
9,533 | $ | 155.46 | $155.00 to $155.99 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| June 20, 2024 |
355 | $ | 155.46 | $155.00 to $155.99 | Silver Lake Technology Investors IV, L.P. | |||||||
| June 20, 2024 |
160 | $ | 155.46 | $155.00 to $155.99 | Silver Lake Technology Investors V, L.P. | |||||||
| June 20, 2024 |
49,838 | $ | 156.41 | $156.00 to $156.98 | SL SPV-2, L.P. | |||||||
| June 20, 2024 |
57,251 | $ | 156.41 | $156.00 to $156.98 | Silver Lake Partners IV, L.P. | |||||||
| June 20, 2024 |
29,242 | $ | 156.41 | $156.00 to $156.98 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| June 20, 2024 |
1,090 | $ | 156.41 | $156.00 to $156.98 | Silver Lake Technology Investors IV, L.P. | |||||||
| June 20, 2024 |
491 | $ | 156.41 | $156.00 to $156.98 | Silver Lake Technology Investors V, L.P. | |||||||
| June 20, 2024 |
48,140 | $ | 157.56 | $157.00 to $157.99 | SL SPV-2, L.P. | |||||||
| June 20, 2024 |
55,299 | $ | 157.56 | $157.00 to $157.99 | Silver Lake Partners IV, L.P. | |||||||
| June 20, 2024 |
28,245 | $ | 157.56 | $157.00 to $157.99 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| June 20, 2024 |
1,052 | $ | 157.56 | $157.00 to $157.99 | Silver Lake Technology Investors IV, L.P. |
| June 20, 2024 |
475 | $ | 157.56 | $157.00 to $157.99 | Silver Lake Technology Investors V, L.P. | |||||||
| June 20, 2024 |
23,220 | $ | 158.496 | $158.00 to $158.99 | SL SPV-2, L.P. | |||||||
| June 20, 2024 |
26,673 | $ | 158.496 | $158.00 to $158.99 | Silver Lake Partners IV, L.P. | |||||||
| June 20, 2024 |
13,624 | $ | 158.496 | $158.00 to $158.99 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| June 20, 2024 |
508 | $ | 158.496 | $158.00 to $158.99 | Silver Lake Technology Investors IV, L.P. | |||||||
| June 20, 2024 |
229 | $ | 158.496 | $158.00 to $158.99 | Silver Lake Technology Investors V, L.P. | |||||||
| June 20, 2024 |
45,859 | $ | 159.44 | $159.00 to $159.97 | SL SPV-2, L.P. | |||||||
| June 20, 2024 |
52,680 | $ | 159.44 | $159.00 to $159.97 | Silver Lake Partners IV, L.P. | |||||||
| June 20, 2024 |
26,907 | $ | 159.44 | $159.00 to $159.97 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| June 20, 2024 |
1,003 | $ | 159.44 | $159.00 to $159.97 | Silver Lake Technology Investors IV, L.P. | |||||||
| June 20, 2024 |
452 | $ | 159.44 | $159.00 to $159.97 | Silver Lake Technology Investors V, L.P. | |||||||
| June 20, 2024 |
23,426 | $ | 160.36 | $160.01 to $160.91 | SL SPV-2, L.P. | |||||||
| June 20, 2024 |
26,910 | $ | 160.36 | $160.01 to $160.91 | Silver Lake Partners IV, L.P. | |||||||
| June 20, 2024 |
13,745 | $ | 160.36 | $160.01 to $160.91 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| June 20, 2024 |
512 | $ | 160.36 | $160.01 to $160.91 | Silver Lake Technology Investors IV, L.P. | |||||||
| June 20, 2024 |
230 | $ | 160.36 | $160.01 to $160.91 | Silver Lake Technology Investors V, L.P. | |||||||
| July 3, 2024 |
28,984 | $ | 143.84 | $143.50 to $14.48 | SL SPV-2, L.P. | |||||||
| July 3, 2024 |
39,917 | $ | 143.84 | $143.50 to $14.48 | Silver Lake Partners IV, L.P. | |||||||
| July 3, 2024 |
16,899 | $ | 143.84 | $143.50 to $14.48 | Silver Lake Partners V DE (AIV), L.P. |
| July 3, 2024 |
628 | $ | 143.84 | $143.50 to $14.48 | Silver Lake Technology Investors IV, L.P. | |||||||
| July 3, 2024 |
283 | $ | 143.84 | $143.50 to $14.48 | Silver Lake Technology Investors V, L.P. | |||||||
| July 3, 2024 |
27,311 | $ | 145.02 | $144.50 to $145.49 | SL SPV-2, L.P. | |||||||
| July 3, 2024 |
37,611 | $ | 145.02 | $144.50 to $145.49 | Silver Lake Partners IV, L.P. | |||||||
| July 3, 2024 |
15,923 | $ | 145.02 | $144.50 to $145.49 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| July 3, 2024 |
592 | $ | 145.02 | $144.50 to $145.49 | Silver Lake Technology Investors IV, L.P. | |||||||
| July 3, 2024 |
266 | $ | 145.02 | $144.50 to $145.49 | Silver Lake Technology Investors V, L.P. | |||||||
| July 3, 2024 |
6,831 | $ | 145.78 | $145.50 to $146.48 | SL SPV-2, L.P. | |||||||
| July 3, 2024 |
9,407 | $ | 145.78 | $145.50 to $146.48 | Silver Lake Partners IV, L.P. | |||||||
| July 3, 2024 |
3,982 | $ | 145.78 | $145.50 to $146.48 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| July 3, 2024 |
148 | $ | 145.78 | $145.50 to $146.48 | Silver Lake Technology Investors IV, L.P. | |||||||
| July 3, 2024 |
67 | $ | 145.78 | $145.50 to $146.48 | Silver Lake Technology Investors V, L.P. | |||||||
| July 3, 2024 |
2,839 | $ | 146.80 | $146.50 to $147.13 | SL SPV-2, L.P. | |||||||
| July 3, 2024 |
3,910 | $ | 146.80 | $146.50 to $147.13 | Silver Lake Partners IV, L.P. | |||||||
| July 3, 2024 |
1,655 | $ | 146.80 | $146.50 to $147.13 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| July 3, 2024 |
61 | $ | 146.80 | $146.50 to $147.13 | Silver Lake Technology Investors IV, L.P. | |||||||
| July 3, 2024 |
28 | $ | 146.80 | $146.50 to $147.13 | Silver Lake Technology Investors V, L.P. | |||||||
| July 8, 2024 |
361,637 | $ | 144.68 | Block Sale | SL SPV-2, L.P. | |||||||
| July 8, 2024 |
414,286 | $ | 144.68 | Block Sale | Silver Lake Partners IV, L.P. |
| July 8, 2024 |
212,614 | $ | 144.68 | Block Sale | Silver Lake Partners V DE (AIV), L.P. | |||||||
| July 8, 2024 |
7,900 | $ | 144.68 | Block Sale | Silver Lake Technology Investors IV, L.P. | |||||||
| July 8, 2024 |
3,563 | $ | 144.68 | Block Sale | Silver Lake Technology Investors V, L.P. | |||||||
| July 9, 2024 |
361,393 | $ | 146.66 | Block Sale | SL SPV-2, L.P. | |||||||
| July 9, 2024 |
414,736 | $ | 146.66 | Block Sale | Silver Lake Partners IV, L.P. | |||||||
| July 9, 2024 |
212,413 | $ | 146.66 | Block Sale | Silver Lake Partners V DE (AIV), L.P. | |||||||
| July 9, 2024 |
7,897 | $ | 146.66 | Block Sale | Silver Lake Technology Investors IV, L.P. | |||||||
| July 9, 2024 |
3,561 | $ | 146.66 | Block Sale | Silver Lake Technology Investors V, L.P. |
The Reporting Persons undertake to provide, upon request of the staff of the Securities and Exchange Commission, full information regarding the number of shares of Class C Common Stock sold at each separate price within the price ranges set forth on the table above.