SEC FORM 4 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*
DORMAN DAVID W

(Last) (First) (Middle)
C/O CENTERVIEW CAPITAL TECHNOLOGY, LTD.
64 WILLOW PLACE, SUITE 101

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Dell Technologies Inc [ DVMT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/14/2016
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 09/14/2016 A 2,045(1) A $0.00(1) 2,045 D
Class V Common Stock 09/14/2016 A 1,163(1) A $0.00(1) 1,163 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
Options to Acquire Class C Common Stock $27.5 09/14/2016 A 45,023 (2) 09/14/2026 Class C Common Stock 45,023 $0.00 45,023 D
Options to Acquire Class V Common Stock $48.35 09/14/2016 A 39,811 (3) 09/14/2026 Class V Common Stock 39,811 $0.00 39,811 D
Explanation of Responses:
1. Represents a grant of restricted stock units ("RSUs"). The RSUs vest in full on the first anniversary of the grant date contingent on the reporting person's continued service on such vesting date.
2. Represents a grant of stock options. Of the options, 40,551 vest in four equal annual installments on each of the first, second, third and fourth anniversaries of the grant date and 4,472 vest in full on the first anniversary of the grant date, in each case contingent on the reporting person's continued service on each applicable vesting date.
3. Represents a grant of stock options. Of the options, 35,511 vest in four equal annual installments on each of the first, second, third and fourth anniversaries of the grant date and 4,300 vest in full on the first anniversary of the grant date, in each case contingent on the reporting person's continued service on each applicable vesting date.
Remarks:
Exhibit 24.1 - Power of Attorney
/s/ Janet B. Wright, Attorney-in-Fact 09/16/2016
** 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.
                                                                    Exhibit 24.1


         Limited Power of Attorney for Section 16 Reporting Obligations

     The undersigned hereby constitutes and appoints Janet B. Wright, Robert
Potts and James Williamson as the undersigned's true and lawful
attorneys-in-fact to:

     (1)  execute for and on behalf of the undersigned reports on Forms
          3, 4 and 5 relating to Denali Holding Inc. in accordance with Section
          16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

     (2)  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 and the timely filing
          of such form with the Securities and Exchange Commission and any other
          authority; and

     (3)  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.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper 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 neither of the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is assuming any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney
may be revoked only by delivering a signed, original "Revocation of Power of
Attorney" to the attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 15th day of August, 2016.


     /s/ David W. Dorman
------------------------
Name: David W. Dorman