| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
Dell Technologies Inc.
(Name of Issuer)
Class C Common Stock, par value $0.01 per share
(Title of Class of Securities)
24703L202
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
ý 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 disclosures provided in a prior cover page.
The information required in 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 (“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).
| CUSIP No. 24703L202 | 13G | Page 2 of 9 Pages | |||
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY) | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)☐ | ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Singapore | ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
| |||
| 6 |
SHARED VOTING POWER
| ||||
| 7 |
SOLE DISPOSITIVE POWER
| ||||
| 8 |
SHARED DISPOSITIVE POWER 18,181,8181 | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,181,8181 | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ | ||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.6%2 | ||||
| 12 |
TYPE OF REPORTING PERSON
| ||||
1 See Item 4 of this Schedule.
2 Based on 171,909,324 shares of Common Stock stated to be outstanding as of December 28, 2018, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 28, 2018.
| CUSIP No. 24703L202 | 13G | Page 3 of 9 Pages | |||
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY) | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)☐ | ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Singapore | ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
| |||
| 6 |
SHARED VOTING POWER
| ||||
| 7 |
SOLE DISPOSITIVE POWER
| ||||
| 8 |
SHARED DISPOSITIVE POWER 18,181,8181 | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,181,8181 | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ | ||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.6%2 | ||||
| 12 |
TYPE OF REPORTING PERSON
| ||||
1 See Item 4 of this Schedule.
2 Based on 171,909,324 shares of Common Stock stated to be outstanding as of December 28, 2018, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 28, 2018.
| CUSIP No. 24703L202 | 13G | Page 4 of 9 Pages | |||
| 1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)☐ | ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Singapore | ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
| |||
| 6 |
SHARED VOTING POWER
| ||||
| 7 |
SOLE DISPOSITIVE POWER
| ||||
| 8 | SHARED DISPOSITIVE POWER 18,181,8181 | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,181,8181 | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.6%2 | ||||
| 12 |
TYPE OF REPORTING PERSON*
| ||||
1 See Item 4 of this Schedule.
2 Based on 171,909,324 shares of Common Stock stated to be outstanding as of December 28, 2018, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 28, 2018.
| CUSIP No. 24703L202 | 13G | Page 5 of 9 Pages | |||
| 1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)☐ | ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Singapore | ||||
|
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
| |||
| 6 |
SHARED VOTING POWER
| ||||
| 7 |
SOLE DISPOSITIVE POWER
| ||||
| 8 |
SHARED DISPOSITIVE POWER
| ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,181,8181 | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.6%2 | ||||
| 12 |
TYPE OF REPORTING PERSON*
| ||||
1 See Item 4 of this Schedule.
2 Based on 171,909,324 shares of Common Stock stated to be outstanding as of December 28, 2018, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 28, 2018.
| Item 1(a). | Name of Issuer: |
Dell Technologies Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
One Dell Way
Round Rock, Texas 78682
| Item 2(a). | Name of Person Filing: |
Temasek Holdings (Private) Limited (“Temasek”),
Tembusu Capital Pte. Ltd. (“Tembusu”),
Napier Investments Pte. Ltd. ("Napier"), and
Venezio Investments Pte. Ltd. (“Venezio”) (collectively, the "Reporting Persons")
Items 2(b). Address of Principal Business Office or, if none, Residence:
The address of the principal business office of each of the Reporting Persons is: 60B Orchard Road #06-18, Tower 2, The Atrium@Orchard, Singapore 238891.
Items 2(c). Citizenship:
The citizenship of all Reporting Persons is the Republic of Singapore.
| Item 2(d). | Titles of Classes of Securities: |
Class C Common Stock, par value $0.01 per share ("Common Stock")
| Item 2(e). | CUSIP Number: |
24703L202
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
Not applicable.
Item 4. Ownership
| (a) | Amount beneficially owned: |
Venezio directly owns 18,181,818 shares of Common Stock and is a wholly-owned subsidiary of Napier. In turn, Napier is a wholly-owned subsidiary of Tembusu, which is a wholly-owned subsidiary of Temasek. Each of Napier, Tembusu and Temasek, through the ownership described herein, may be deemed to beneficially own the aggregate 18,181,818 shares of Common Stock held by Venezio.
| Page 6 of 9 |
| (b) | Percent of Class: |
10.6%, based on 171,909,324 shares of Common Stock stated to be outstanding as of December 28, 2018, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 28, 2018.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 18,181,818 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 18,181,818 |
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
| Item 10. | Certification. (if filing pursuant to Rule 13d-1(c)) |
Not applicable.
| Page 7 of 9 |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2019
/s/ ANDREW ANG LYE WHATT
By: Andrew Ang Lye Whatt - as Authorised Signatory of TEMASEK
HOLDINGS (PRIVATE) LIMITED
/s/ CHEONG KOK TIM
By: Cheong Kok Tim - as Director of TEMBUSU CAPITAL PTE. LTD.
/s/ CHEONG KOK TIM
By: Cheong Kok Tim - as Director of NAPIER INVESTMENTS PTE.
LTD.
/s/ LEE CHEE KONG
By: Lee Chee Kong - as Director of VENEZIO INVESTMENTS PTE.
LTD.
| Page 8 of 9 |
EXHIBIT A - JOINT FILING AGREEMENT
This joint filing agreement is made and entered into as of this 14th day of February, 2019, by and among Temasek Holdings (Private) Limited, Tembusu Capital Pte. Ltd., Napier Investments Pte. Ltd. and Venezio Investments Pte. Ltd.
The parties hereby agree to jointly prepare and file a Schedule 13G with respect to Dell Technologies Inc., as well as any amendments thereto, pursuant to the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first set forth above.
Dated: February 14, 2019
/s/ ANDREW ANG LYE WHATT
By: Andrew Ang Lye Whatt - as Authorised
Signatory of TEMASEK
HOLDINGS (PRIVATE) LIMITED
/s/ CHEONG KOK TIM
By: Cheong Kok Tim - as Director of TEMBUSU CAPITAL PTE. LTD.
/s/ CHEONG KOK TIM
By: Cheong Kok Tim - as Director of NAPIER INVESTMENTS PTE.
LTD.
/s/ LEE CHEE KONG
By: Lee Chee Kong - as Director of VENEZIO INVESTMENTS PTE.
LTD.
| Page 9 of 9 |