SEC Filing | Dell Technologies

/s/ Andrew J. Schader

Andrew J. Schader

Managing Director and General Counsel

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SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

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:

Atif Azher, Esq.

Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo Alto, California 94304

(650) 251-5000

June 30, 2021

(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).

Page 2


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 36,614,924 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 36,614,924 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 36,614,924 (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) 11.4% (2)
14.	Type of Reporting Person (See Instructions) PN

(1)	Represents Class B Common Stock convertible into an equal number of shares of 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 4.8% of the total common stock of Dell Technologies Inc. (the “Issuer”) outstanding. See Item 5.

Page 3


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 36,614,924 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 36,614,924 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 36,614,924 (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) 11.4% (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 4.8% of the total common stock of the Issuer outstanding. See Item 5.

Page 4


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 36,614,924 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 36,614,924 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 36,614,924 (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) 11.4% (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 4.8% of the total common stock of the Issuer outstanding. See Item 5.

Page 5


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 37,587,060 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 37,587,060 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 37,587,060 (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) 11.7% (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 4.9% of the total common stock of the Issuer outstanding. See Item 5.

Page 6


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 553,031 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 553,031 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 553,031 (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.

Page 7


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 38,140,091 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 38,140,091 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 38,140,091 (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) 11.8% (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 5.0% of the total common stock of the Issuer outstanding. See Item 5.

Page 8


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 38,140,091 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 38,140,091 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 38,140,091 (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) 11.8% (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 5.0% of the total common stock of the Issuer outstanding. See Item 5.

Page 9


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 20,345,826 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 20,345,826 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 20,345,826 (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) 6.7% (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 2.7% of the total common stock of the Issuer outstanding. See Item 5.

Page 10


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 249,386 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 249,386 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 249,386 (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.

Page 11


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 20,595,212 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 20,595,212 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 20,595,212 (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) 6.8% (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 2.7% of the total common stock of the Issuer outstanding. See Item 5.

Page 12


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 20,595,212 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 20,595,212 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 20,595,212 (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) 6.8% (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 2.7% of the total common stock of the Issuer outstanding. See Item 5.

Page 13


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 95,434,285 (1)
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 95,434,285 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 95,434,285 (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) 25.2% (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 12.5% of the total common stock of the Issuer outstanding. See Item 5.

EXPLANATORY NOTE

This Amendment No. 3 (the “Amendment No. 3”), 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 and Amendment No. 2 filed on January 2, 2020 (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. 3 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. 3 is being filed to report that (i) on June 30, 2021, certain of the Reporting Persons distributed an aggregate of 6,281,678 shares of Class C Common Stock, par value $0.01 per share (the “Class C Common Stock”), of the Issuer pro rata to their respective direct and indirect equity holders, with SL SPV-2, L.P. distributing 2,432,665 shares, SLP IV distributing 2,497,253 shares and SLP V distributing 1,351,760 shares and (ii) on June 30, 2021 and July 1, 2021, certain of the Reporting Persons sold an additional 53,312 shares of Class C Common Stock as well as certain of the shares of Class C Common Stock received in the distributions described above. Such shares of Class C Common Stock were received upon a conversion on June 28, 2021 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:

References to SLP Denali Co-Invest, L.P. (“SLP Denali”), SLP Denali Co-Invest GP, L.L.C. (“SLP Denali GP”), Silver Lake Technology Associates III, L.P. (“SLTA III”) and SLTA III (GP), L.L.C. (“SLTA III GP”) are hereby deleted from Item 2 of the Schedule 13D, as such entities are no longer Reporting Persons on this Schedule 13D.

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) and (e) 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 95,434,285 shares of the Issuer’s Class C Common Stock, which constitutes approximately 12.5% of the total outstanding common stock of the Issuer, based on 763,690,159 shares of common stock outstanding in total as set forth in the Issuer’s Quarterly Report on Form 10-Q, filed on June 7, 2021.

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 Company 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 95,434,285 shares of Class C Common Stock beneficially owned in the aggregate by the Reporting Persons is entitled to approximately 18.8% of the combined voting power of the common stock of the Issuer, based on 763,690,159 shares of common stock outstanding in total, including 277,588,056 shares of Class C Common Stock outstanding, as set forth in the Issuer’s Quarterly Report on Form 10-Q, filed on June 7, 2021, plus the additional 6,334,990 shares of Class C Common Stock issued upon the conversion of an equal number of shares of Class B Common Stock on June 28, 2021, in connection with the distribution described above and certain related sales as described further in Annex B attached hereto.

The Reporting Persons may be deemed to beneficially own an aggregate of 95,434,285 shares of the Issuer’s Class C Common Stock, based on 84,058 shares of Class C Common Stock held by SLG and an aggregate of 95,350,227 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 25.2% 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 277,588,056 shares of Class C Common Stock of the Issuer outstanding, as set forth in the Issuer’s Quarterly Report on Form 10-Q, filed on June 7, 2021, plus the additional 6,334,990 shares of Class C Common Stock issued upon conversion of an equal number of shares of Class B Common Stock on June 28, 2021, in connection with the distribution described above and certain related sales, 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 December 28, 2018.

(c) Except as set forth in the Explanatory Note of this Schedule 13D and Annex B 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 during the past 60 days.

(e) Not applicable.

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 1, 2021


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 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 June 30, 2021. Unless otherwise noted, shares of Class C Common Stock were received in the in-kind distributions described further in the Explanatory Note to this Amendment No. 3.


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.	117,468

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.	105,166*

Gregory Mondre	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.	106,946

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.	40,726

Includes a total of 118 shares of Class C Common Stock held in accounts for the benefit of Mr. Hao’s family and a charitable family foundation, in each case, which shares were received in connection with the exchange of previously owned Class V common stock of the Issuer for Class C Common Stock on December 28, 2018.

Annex B

Sales of Class C Common Stock by the Reporting Persons during the past 60 days, each of which occurred in the open market:


Date	Number of Shares Sold	Weighted Avg. Price Per Share	Price Range Per Share	Seller
June 30, 2021	27,147	$99.8147	$99.66 - $100.34	Silver Lake Technology Investors IV, L.P.
June 30, 2021	12,242	$99.8147	$99.66 -$100.34	Silver Lake Technology Investors V, L.P.
June 30, 2021	94,246	$99.8147	$99.66 - $100.34	Silver Lake Group, L.L.C.
June 30, 2021	32,632	$99.8147	$99.66 -$100.34	SLTA SPV-2, L.P.
June 30, 2021	9,376	$99.8147	$99.66 -$100.34	Silver Lake Technology Associates V, L.P.
July 1, 2021	8,487	$98.6175	$98.00 - $98.99	Silver Lake Technology Investors IV, L.P.
July 1, 2021	3,827	$98.6175	$98.00 - $98.99	Silver Lake Technology Investors V, L.P.
July 1, 2021	29,465	$98.6175	$98.00 - $98.99	Silver Lake Group, L.L.C.
July 1, 2021	10,202	$98.6175	$98.00 - $98.99	SLTA SPV-2, L.P.
July 1, 2021	2,931	$98.6175	$98.00 - $98.99	Silver Lake Technology Associates V, L.P.
July 1, 2021	1,109	$99.1436	$99.00 - $99.40	Silver Lake Technology Investors IV, L.P.
July 1, 2021	500	$99.1436	$99.00 - $99.40	Silver Lake Technology Investors V, L.P.
July 1, 2021	3,849	$99.1436	$99.00 - $99.40	Silver Lake Group, L.L.C.
July 1, 2021	1,333	$99.1436	$99.00 - $99.40	SLTA SPV-2, L.P.
July 1, 2021	383	$99.1436	$99.00 - $99.40	Silver Lake Technology Associates 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.