| 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). | ||||||||||||||||
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) 09/20/2022 | ||||||||||||||||||||||||||
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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 | 09/20/2022 | A | 9,471(1) | A | $0(1) | 36,921(2) | D | |||
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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 | ||||||||
| Options to Acquire Class C Common Stock | (2) | (3) | (4) | Class C Common Stock | 272,736 | 272,736(2) | D | ||||||||
| Explanation of Responses: |
| 1. Represents a grant of 3,382 shares of Class C Common Stock and 6,089 restricted stock units ("RSUs"). The RSUs vest in full on the first anniversary of the annual meeting of stockholders of Dell Technologies Inc. held on June 27, 2022, contingent on the reporting person's continued service on such 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 of which (a) 2,162 RSUs previously reported by the reporting person were adjusted to a total of 4,255 RSUs and (b) 138,584 options to purchase Class C Common Stock of the Issuer ("stock options") previously reported by the reporting person were adjusted to a total of 272,736 stock options. The adjusted exercise prices of the stock options range from $13.60 to $31.14, inclusive. |
| 3. The stock options are fully vested. |
| 4. The stock options will expire on dates ranging from September 14, 2026 through September 27, 2029, depending on the grant date of the applicable award. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| Christopher Garcia, Attorney-in-Fact | 09/22/2022 | |
| ** 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). | ||
| 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. | ||
Limited Power of Attorney for Section 16 Reporting Obligations
The undersigned hereby constitutes and appoints Christopher Garcia and James Williamson as the undersigned’s true and lawful attorneys-in-fact to:
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(1)
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execute for and on behalf of the undersigned reports on Forms 3, 4 and 5 relating to Dell Technologies Inc. in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder, and any amendment to any such report;
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(2)
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do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution
of any such report on Form 3, 4, or 5 or amendment thereto and the timely filing of such report with the Securities and Exchange Commission and any other authority; and
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(3)
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take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be
of benefit to, in the best interest of, or legally required by, the undersigned.
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The undersigned hereby grants to each such
attorney-in-fact, acting singly, full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary or advisable to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers
herein granted. The undersigned acknowledges that (a) each such attorney-in-fact is serving in such capacity at the request of the undersigned and neither the Company nor any of such attorneys-in-fact assumes any liability for the responsibilities
of the undersigned to comply with the requirements of Section 16 of the Exchange Act, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section
16(b) of the Exchange Act, and (b) this power of attorney does not relieve the undersigned from responsibility for compliance with the obligations of the undersigned under Section 16 of the Exchange Act, including, without limitation, the reporting
requirements under Section 16 of the Exchange Act. This power of attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of or transactions in
securities issued by Dell Technologies Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be executed as of September 22nd, 2022.
/s/ William D. Green
Name: William D. Green