SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Rothberg Richard J (Last) (First) (Middle) ONE DELL WAY (Street) ROUND ROCK TX 78682 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Dell Technologies Inc. [ DELL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) General Counsel & Secretary
	3. Date of Earliest Transaction (Month/Day/Year) 03/15/2022
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	03/15/2022		A		23,762(1)	A	$0	208,411(2)	D
Class C Common Stock	03/15/2022		F		18,969(3)	D	$50.74	189,442	D
Class C Common Stock	03/15/2022		A		100,557(4)	A	$0	289,999	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 23,762 restricted stock units ("RSUs"). The RSUs vest in three equal annual installments on the first, second and third anniversaries of the grant date contingent on the reporting person's continued service on each applicable vesting date.

2. On November 1, 2021, the Issuer completed a special distribution of all of the shares of common stock of its former subsidiary, VMware, Inc., that it beneficially owned to its stockholders on a pro rata basis (the "Transaction"). In connection with the Transaction, the Issuer implemented an equitable adjustment to outstanding equity awards held by participants in the Issuer's 2013 Stock Incentive Plan in accordance with the terms of the plan. As a result, the 87,475 RSUs previously reported as beneficially owned by the reporting person were adjusted and the reporting person now beneficially owns 195,919 RSUs following the grant referred to in footnote 1.

3. Represents shares withheld by the Issuer for payment of the tax liability incurred upon the partial vesting of RSUs granted on March 15, 2019, March 15, 2020 and March 15, 2021.

4. Represents 160,936 shares certified as earned with respect to an award of performance-based RSUs granted on March 15, 2019, net of 60,379 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.

	/s/ James Williamson, Attorney-in-Fact	03/17/2022
	** 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).
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