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Dell Technologies logoDell Technologies DELL

The company said it issued 321,561 shares of Class C common stock on January 12, 2024 upon the conversion of 321,561 Class B common shares held by the Silver Lake Funds.

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

Key points

AI summary
  1. The company said it issued 321,561 shares of Class C common stock on January 12, 2024 upon the conversion of 321,561 Class B common shares held by the Silver Lake Funds.

  2. The company said it issued an additional 4,253,469 shares of Class C common stock on January 16, 2024 upon the conversion of 4,253,469 Class B common shares held by the Silver Lake Funds.

  3. The company said the Silver Lake Funds reported in SEC filings that the conversions were made in connection with pro rata distributions to their participants by certain funds and, in some cases, sales of shares by certain funds and their affiliates. It said Class C common shares outstanding before the conversions were 262,220,998 as of January 11, 2024.

  4. The company said any holder of Class B common stock may convert all or any of its shares into Class C common stock at any time on a one-to-one basis, and that Class B shares convert automatically on a one-to-one basis upon certain transfers described in its certificate of incorporation. It added that the issuance was made without registration in reliance on the exemption under Section 3(a)(9) of the Securities Act of 1933, that no commission or other remuneration was paid for soliciting the exchange, and that 1 to 1 conversions are the basis for this treatment.

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 Technologies issues 321,561 Class C common shares on January 12, 2024

The company said it issued 321,561 shares of Class C common stock on January 12, 2024 upon the conversion of 321,561 Class B common shares held by the Silver Lake Funds.

Source · Based on the filing body and exhibits

Dell Technologies issues an additional 4,253,469 Class C common shares on January 16, 2024

The company said it issued an additional 4,253,469 shares of Class C common stock on January 16, 2024 upon the conversion of 4,253,469 Class B common shares held by the Silver Lake Funds.

Source · Based on the filing body and exhibits

Conversion background and Class C common shares outstanding before conversion

The company said the Silver Lake Funds reported in SEC filings that the conversions were made in connection with pro rata distributions to their participants by certain funds and, in some cases, sales of shares by certain funds and their affiliates. It said Class C common shares outstanding before the conversions were 262,220,998 as of January 11, 2024.

Source · Based on the filing body and exhibits

Class B to Class C conversion terms and registration exemption 1 to 1

The company said any holder of Class B common stock may convert all or any of its shares into Class C common stock at any time on a one-to-one basis, and that Class B shares convert automatically on a one-to-one basis upon certain transfers described in its certificate of incorporation. It added that the issuance was made without registration in reliance on the exemption under Section 3(a)(9) of the Securities Act of 1933, that no commission or other remuneration was paid for soliciting the exchange, and that 1 to 1 conversions are the basis for this treatment.

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.