UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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
March 20, 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
29,297,033 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
29,297,033 (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
29,297,033 (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)
9.6% (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 4.1% 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
29,374,536 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
29,374,536 (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
29,374,536 (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)
9.6% (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 4.2% 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
29,374,536 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
29,374,536 (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
29,374,536 (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)
9.6% (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 4.2% 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
30,074,876 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
30,074,876 (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
30,074,876 (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)
9.8% (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 4.3% 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
442,502 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
442,502 (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
442,502 (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)
0.2% (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
30,519,885 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
30,519,885 (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
30,519,885 (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)
9.9% (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 4.3% 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
30,519,885 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
30,519,885 (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
30,519,885 (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)
9.9% (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 4.3% 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
16,279,491 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
16,279,491 (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
16,279,491 (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)
5.6% (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 2.3% 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
199,543 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
199,543 (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
199,543 (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
16,524,786 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
16,524,786 (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
16,524,786 (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)
5.6% (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 2.3% 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
16,524,786 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
16,524,786 (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
16,524,786 (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)
5.6% (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 2.3% 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
76,734,366 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
76,734,366 (1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
76,734,366 (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)
21.7% (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 10.9% of the total common stock of the Issuer outstanding. See Item 5. |
13
EXPLANATORY NOTE
This Amendment No. 7 (the “Amendment No. 7”), 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 and Amendment No. 6 filed on March 6, 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. 7 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. 7 is being filed to report that (i) from March 13, 2024 through March 21, 2024, certain of the Reporting Persons sold an aggregate of 3,804,964 shares of Class C Common Stock, (ii) from March 13, 2024 through 9:00 a.m. Eastern on March 22, 2024, certain of the Reporting Persons initiated distributions of an aggregate of 1,352,622 shares of Class C Common Stock to certain of their respective direct and indirect equity holders, with SL SPV-2, L.P. distributing 613,601 shares, SLP IV distributing 456,806 shares and SLP V distributing 282,215 shares (such sales and distributions of Class C Common Stock were received upon conversions on March 13, 2024 through March 21, 2024 or prior dates 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 76,734,366 shares of the Issuer’s Class C Common Stock, which constitutes approximately 10.9% of the total outstanding common stock of the Issuer, based on 706,335,200 shares of common stock outstanding in the aggregate as set forth in the Issuer’s Quarterly Report on Form 10-Q, filed on December 8, 2023 and the Issuer’s Periodic Report on Form 8-K filed on January 18, 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
14
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 76,734,366 shares of Class C Common Stock beneficially owned in the aggregate by the Reporting Persons is entitled to approximately 16.7% of the combined voting power of the common stock of the Issuer, based on 706,335,200 shares of common stock outstanding in the aggregate, including 262,220,998 shares of Class C Common Stock outstanding, in each case, as set forth in the Issuer’s Quarterly Report on Form 10-Q, filed on December 8, 2023 and the Issuer’s Periodic Report on Form 8-K filed on January 18, 2024, respectively, plus the additional 4,575,030 shares of Class C Common Stock issued upon the conversion of an equal number of shares of Class B Common Stock on January 12, 2024 and January 16, 2024 in connection with the sales and distributions described in Amendment No. 5, the additional 4,625,237 shares of Class C Common Stock issued upon the conversion of an equal number of shares of Class B Common Stock on March 3, 2024 and March 4, 2024 in connection with the sales and distributions described in Amendment No. 6 and the additional 5,139,967 shares of Class C Common Stock issued upon the conversion of an equal number of shares of Class B Common Stock on March 13, 2024 through March 21, 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 76,734,366 shares of the Issuer’s Class C Common Stock, based on 315,159 shares of Class C Common Stock held by SLG, 77,503 shares of Class C Common Stock held by SLTA GP, 2,507 shares of Class C Common Stock held by SLTA IV and 45,752 shares of Class C Common Stock held by SLTA V, which were, in part, acquired in connection with the distribution described above, and an aggregate of 76,293,445 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 21.7% 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 262,220,998 shares of Class C Common Stock of the Issuer outstanding as of January 11, 2024, as set forth in the Issuer’s Periodic Report on Form 8-K filed on January 18, 2024, plus the additional 4,575,030 shares of Class C Common Stock issued upon conversion of an equal number of shares of Class B Common Stock on January 12, 2024 and January 16, 2024 in connection with the sales and distributions described in Amendment No. 5, the additional 4,625,237 shares of Class C Common Stock issued upon the conversion of an equal number of shares of Class B Common Stock on March 3, 2024 and March 4, 2024 in connection with the sales and distributions described in Amendment No. 6 and the additional 5,139,967 shares of Class C Common Stock issued upon the conversion of an equal number of shares of Class B Common Stock on March 13, 2024 through March 21, 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.
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. 6 with the SEC on March 6, 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: March 22, 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 March 22, 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. 7: (i) on March 18, 2024, Egon Durban (27,974), Kenneth Hao (25,825), Gregory Mondre (26,154) and Joseph Osnoss (8,424) and (ii) on March 22, 2024: Egon Durban (102,976), Kenneth Hao (95,049), Gregory Mondre (96,262) and Joseph Osnoss (30,990). Since the filing of Amendment No. 6 to this Schedule 13D, there have been no other transactions by such persons in the Class C Common Stock, except that on March 7, 2024, Mr. Osnoss sold 5,500 shares of Class C Common Stock at an average weighted price of $120.54 per share and donated 2,750 shares of Class C Common Stock, on March 22, 2024, Mr. Osnoss sold 8,802 shares of Class C Common Stock at an average weighted price of $112.42, on March 13, 2024, Mr. Hao’s charitable foundation sold 21,625 shares of Class C Common Stock at an average weighted price of $110.20 per share, on March 12, 2024 and March 13, 2024 Mr. Hao and related investment vehicles donated an aggregate of 66,040 shares of Class C Common Stock, on March 21, 2024, Mr. Hao’s charitable foundation sold 21,625 shares of Class C Common Stock at an average weighted price of $113.90, and on March 22, 2024 an investment vehicle of Mr. Hao sold 504 shares of Class C Common Stock at a price of $112.49 per share.
| 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. | 551,201 | |||
| 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. | 120,370 | |||
| 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. | 391,638 | |||
| 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. | 126,232 |
Annex B
Sales of Class C Common Stock by the Reporting Persons since the filing of Amendment No. 6 with the SEC on March 6, 2024, each of which occurred in the open market and block sales:
| Date |
Number of Shares Sold |
Price Per Share | Price Range Per Share |
Seller | ||||||||
| March 13, 2024 |
27,668 | $ | 110.17 | $110.00-$110.59 | SL SPV-2, L.P. | |||||||
| March 13, 2024 |
31,955 | $ | 110.17 | $110.00-$110.59 | Silver Lake Partners IV, L.P. | |||||||
| March 13, 2024 |
607 | $ | 110.17 | $110.00-$110.59 | Silver Lake Technology Investors IV, L.P. | |||||||
| March 13, 2024 |
16,566 | $ | 110.17 | $110.00-$110.59 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| March 13, 2024 |
274 | $ | 110.17 | $110.00-$110.59 | Silver Lake Technology Investors V, L.P. | |||||||
| March 14, 2024 |
3,855 | $ | 110.75 | $110.49-$111.14 | SL SPV-2, L.P. | |||||||
| March 14, 2024 |
4,449 | $ | 110.75 | $110.49-$111.14 | Silver Lake Partners IV, L.P. | |||||||
| March 14, 2024 |
85 | $ | 110.75 | $110.49-$111.14 | Silver Lake Technology Investors IV, L.P. | |||||||
| March 14, 2024 |
2,309 | $ | 110.75 | $110.49-$111.14 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| March 14, 2024 |
38 | $ | 110.75 | $110.49-$111.14 | Silver Lake Technology Investors V, L.P. | |||||||
| March 15, 2024 |
167,859 | $ | 107.17 | $106.94-$107.9396 | SL SPV-2, L.P. | |||||||
| March 15, 2024 |
90,640 | $ | 108.22 | $107.94-$108.93 | SL SPV-2, L.P. | |||||||
| March 15, 2024 |
72 | $ | 108.97 | $108.95-$108.98 | SL SPV-2, L.P. | |||||||
| March 15, 2024 |
193,694 | $ | 107.17 | $106.94-$107.9396 | Silver Lake Partners IV, L.P. | |||||||
| March 15, 2024 |
104,589 | $ | 108.22 | $107.94-$108.93 | Silver Lake Partners IV, L.P. | |||||||
| March 15, 2024 |
83 | $ | 108.97 | $108.95-$108.98 | Silver Lake Partners IV, L.P. | |||||||
| March 15, 2024 |
3,681 | $ | 107.17 | $106.94-$107.9396 | Silver Lake Technology Investors IV, L.P. | |||||||
| March 15, 2024 |
1,988 | $ | 108.22 | $107.94-$108.93 | Silver Lake Technology Investors IV, L.P. | |||||||
| March 15, 2024 |
1 | $ | 108.97 | $108.95-$108.98 | Silver Lake Technology Investors IV, L.P. | |||||||
| March 15, 2024 |
100,589 | $ | 107.17 | $106.94-$107.9396 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| March 15, 2024 |
54,316 | $ | 108.22 | $107.94-$108.93 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| March 15, 2024 |
43 | $ | 108.97 | $108.95-$108.98 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| March 15, 2024 |
1,660 | $ | 107.17 | $106.94-$107.9396 | Silver Lake Technology Investors V, L.P. | |||||||
| March 15, 2024 |
896 | $ | 108.22 | $107.94-$108.93 | Silver Lake Technology Investors V, L.P. | |||||||
| March 15, 2024 |
1 | $ | 108.97 | $108.95-$108.98 | Silver Lake Technology Investors V, L.P. | |||||||
| March 18, 2024 |
7,457 | $ | 106.95 | $106.90-$107.0865 | SL SPV-2, L.P. | |||||||
| March 18, 2024 |
7,698 | $ | 106.95 | $106.90-$107.0865 | Silver Lake Partners IV, L.P. | |||||||
| March 18, 2024 |
147 | $ | 106.95 | $106.90-$107.0865 | Silver Lake Technology Investors IV, L.P. | |||||||
| March 18, 2024 |
4,007 | $ | 106.95 | $106.90-$107.0865 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| March 18, 2024 |
66 | $ | 106.95 | $106.90-$107.0865 | Silver Lake Technology Investors V, L.P. | |||||||
| March 19, 2024 |
98,505 | $ | 107.50 | $107.00-$107.99 | SL SPV-2, L.P. | |||||||
| March 19, 2024 |
102,561 | $ | 108.39 | $108.00-$108.88 | SL SPV-2, L.P. | |||||||
| March 19, 2024 |
113,714 | $ | 107.50 | $107.00-$107.99 | Silver Lake Partners IV, L.P. | |||||||
| March 19, 2024 |
118,398 | $ | 108.39 | $108.00-$108.88 | Silver Lake Partners IV, L.P. | |||||||
| March 19, 2024 |
2,160 | $ | 107.50 | $107.00-$107.99 | Silver Lake Technology Investors IV, L.P. | |||||||
| March 19, 2024 |
2,249 | $ | 108.39 | $108.00-$108.88 | Silver Lake Technology Investors IV, L.P. | |||||||
| March 19, 2024 |
59,023 | $ | 107.50 | $107.00-$107.99 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| March 19, 2024 |
61,453 | $ | 108.39 | $108.00-$108.88 | Silver Lake Partners V DE (AIV), L.P. | |||||||
| March 19, 2024 |
974 | $ | 107.50 | $107.00-$107.99 | Silver Lake Technology Investors V, L.P. | |||||||
| March 19, 2024 |
1,015 | $ | 108.39 | $108.00-$108.88 | Silver Lake Technology Investors V, L.P. | |||||||
| March 20, 2024 |
502,596 | $ | 106.18 | N/A | SL SPV-2, L.P. | |||||||
| March 20, 2024 |
580,105 | $ | 106.18 | N/A | Silver Lake Partners IV, L.P. | |||||||
| March 20, 2024 |
11,019 | $ | 106.18 | N/A | Silver Lake Technology Investors IV, L.P. | |||||||
| March 20, 2024 |
301,312 | $ | 106.18 | N/A | Silver Lake Partners V DE (AIV), L.P. | |||||||
| March 20, 2024 |
4,968 | $ | 106.18 | N/A | Silver Lake Technology Investors V, L.P. |
| March 21, 2024 |
358,957 | $ | 110.00 | N/A |
SL SPV-2, L.P. | |||||||
| March 21, 2024 |
414,684 | $ | 110.00 | N/A |
Silver Lake Partners IV, L.P. | |||||||
| March 21, 2024 |
7,875 | $ | 110.00 | N/A |
Silver Lake Technology Investors IV, L.P. | |||||||
| March 21, 2024 |
214,932 | $ | 110.00 | N/A |
Silver Lake Partners V DE (AIV), L.P. | |||||||
| March 21, 2024 |
3,552 | $ | 110.00 | N/A |
Silver Lake Technology Investors V, L.P. | |||||||
| March 21, 2024 |
15,739 | $ | 113.33 | $112.92-$113.82 | Silver Lake Group, L.L.C. | |||||||
| March 21, 2024 |
1,880 | 114.00 | $113.95-$114.04 | Silver Lake Group, L.L.C. |
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.