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Dell Technologies logoDell Technologies DELL

Dell Technologies said it issued a total of 5,645,560 shares of Class C common stock on June 18, 2024, June 20, July 3, July 8 and July 9 upon the conversion of an equal number of Class B common stock shares.

8-KUnregistered Sales of Equity SecuritiesFiled Period of report Summary published (UTC)

Key points

AI summary
  1. Dell Technologies said it issued a total of 5,645,560 shares of Class C common stock on June 18, 2024, June 20, July 3, July 8 and July 9 upon the conversion of an equal number of Class B common stock shares.

  2. The company said that as of July 9, 2024, after giving effect to the conversions, 312,686,669 shares of Class C common stock and 66,359,626 shares of Class B common stock were outstanding.

  3. The company said the converted Class B common stock was held by 5 entities, including SL SPV-2, L.P. and Silver Lake Partners IV, L.P. Under the certificate of incorporation, holders of Class B common stock may convert at any time into Class C common stock on a 1-for-1 basis, and the shares automatically convert upon certain transfers.

  4. The company said the issuance of the Class C common stock was made without registration in reliance on the exemption from registration under Section 3(a)(9) of the Securities Act of 1933, and no commission or other remuneration was paid for soliciting the exchange.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Dell issues 5,645,560 Class C shares on conversion of Class B stock

Dell Technologies said it issued a total of 5,645,560 shares of Class C common stock on June 18, 2024, June 20, July 3, July 8 and July 9 upon the conversion of an equal number of Class B common stock shares.

Source · Based on the filing body and exhibits

Outstanding balance after conversion: 312,686,669 Class C and 66,359,626 Class B shares

The company said that as of July 9, 2024, after giving effect to the conversions, 312,686,669 shares of Class C common stock and 66,359,626 shares of Class B common stock were outstanding.

Source · Based on the filing body and exhibits

Silver Lake-affiliated holders and conversion terms

The company said the converted Class B common stock was held by 5 entities, including SL SPV-2, L.P. and Silver Lake Partners IV, L.P. Under the certificate of incorporation, holders of Class B common stock may convert at any time into Class C common stock on a 1-for-1 basis, and the shares automatically convert upon certain transfers.

Source · Based on the filing body and exhibits

Issuance under Securities Act Section 3(a)(9) exemption

The company said the issuance of the Class C common stock was made without registration in reliance on the exemption from registration under Section 3(a)(9) of the Securities Act of 1933, and no commission or other remuneration was paid for soliciting the exchange.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.