Dell Technologies said it issued 4,288,259 shares of Class C common stock on April 4, 2024, June 3 and June 4 upon conversion of the same number of Class B common stock held by Silver Lake-affiliated holders.

1. 01

   Dell Technologies said it issued 4,288,259 shares of Class C common stock on April 4, 2024, June 3 and June 4 upon conversion of the same number of Class B common stock held by Silver Lake-affiliated holders.

2. 02

   The company said that as of June 4, 2024, after giving effect to the conversions, it had 309,036,606 shares of Class C common stock and 72,005,186 shares of Class B common stock outstanding.

3. 03

   The company said holders of Class B common stock have the right at any time to convert all or any of their shares into Class C common stock on a 1-to-1 basis under its certificate of incorporation. It said Class B shares also convert automatically into Class C shares on a one-to-one basis upon certain transfers described in the certificate. The company also said each share of Class C common stock carries the same dividend and liquidation rights as one share of Class B common stock.

4. 04

   The company said the issuance of the Class C common stock relied on the exemption from registration under the Securities Act of 1933 provided by Section 3(a)(9), and that no commission or other remuneration was paid or given, directly or indirectly, for soliciting the exchange.

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Original filing

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