COO & Vice Chairman Clarke Jeffrey W was granted 186,469 units of Class C Common Stock and covered exercise/tax liability with 61,039 units of Class C Common Stock, increasing direct ownership by 8% to 1,682,308 units (SEC Form 4)
$DELL
Computer Manufacturing
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Dell Technologies Inc. [ DELL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/15/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class C Common Stock | 03/15/2025 | A | 48,605(1) | A | $0 | 1,605,483 | D | |||
| Class C Common Stock | 03/15/2025 | F | 61,039(2) | D | $95.67 | 1,544,444 | D | |||
| Class C Common Stock | 03/15/2025 | A | 137,864(3) | A | $0 | 1,682,308 | D | |||
| Class C Common Stock | 100,000 | I | By trust(4) | |||||||
| Class C Common Stock | 100,000 | I | By Trust(4) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Represents a grant of 48,605 restricted stock units ("RSUs"). The RSUs vest in three annual installments with 20% vesting on the first anniversary, 30% vesting on the second anniversary and 50% vesting on the third anniversary of the grant date contingent on the reporting person's continued service on each applicable vesting date. |
| 2. Represents shares withheld by the Issuer for payment of the tax liability incurred upon the partial vesting of RSUs granted on March 15, 2022, March 15, 2023 and March 15, 2024. |
| 3. Represents 224,728 shares certified as earned with respect to an award of performance-based RSUs granted on March 15, 2022, net of 86,864 shares withheld by the Issuer for payment of the tax liability incurred on vesting of such shares. Vesting of the performance-based RSUs occurred simultaneously with their certification. |
| 4. Held by two family trusts of which the reporting person and his spouse serve as Co-Managing Trustees. |
| Remarks: |
| /s/ James Williamson, Attorney-in-Fact | 03/18/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||