Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

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 the disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  Michael S. Dell

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  351,785,336 shares of Class C Common Stock (1)

  SHARED VOTING POWER

  -0-

  SOLE DISPOSITIVE POWER

  351,785,336 shares of Class C Common Stock (1)

  SHARED DISPOSITIVE POWER

  -0-

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  351,785,336 shares of Class C Common Stock (1)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  55.9% (2)    

  TYPE OF REPORTING PERSON

  IN

Reflects (a) 345,834,081 shares of Class A common stock of the Issuer (the “Class A Common Stock”) and (b) 5,951,255 shares of Class C common stock of the Issuer (the “Class C Common Stock”) held of record by the reporting person. Each share of Class A Common Stock is convertible into an equal number of shares of Class C Common Stock at any time. Assumes the conversion of the Class A Common Stock referred to above into shares of Class C Common Stock.

Based on 283,613,358 shares of Class C Common Stock issued and outstanding as of January 28, 2022, as provided by the Issuer. Assumes the conversion of the Class A Common Stock referred to in footnote 1 into shares of Class C Common Stock.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if none, Residence:

Citizenship:

Title of Class of Securities:

CUSIP No.:

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership.

Amount beneficially owned (1):

Percent of class (2):

Reflects (a) 345,834,081 shares of Class A Common Stock and (b) 5,951,255 shares of Class C Common Stock held of record by the Reporting Person. Under the Fifth Amended and Restated Certificate of Incorporation of the Issuer, at any time and from time to time, any holder of Class A Common Stock has the right to convert all or any of the shares of Class A Common Stock held by such holder into shares of Class C Common Stock on a one-to-one basis. Assumes the conversion of the Class A Common Stock referred to above into shares of Class C Common Stock.

The percentage of class shown is based on 283,613,358 shares of Class C Common Stock issued and outstanding as of January 28, 2022, as provided by the Issuer, and assumes the conversion of the Class A Common Stock referred to above into shares of Class C Common Stock.

Number of shares as to which the person has:

Sole power to vote or to direct the vote (1):

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of (1):

Shared power to dispose or to direct the disposition of:

Ownership of 5 Percent or Less of a Class.

Ownership of More Than 5 Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.

Reflects (a) 345,834,081 shares of Class A Common Stock and (b) 5,951,255 shares of Class C Common Stock held of record by the Reporting Person. Assumes the conversion of the Class A Common Stock referred to above into shares of Class C Common Stock.