Dell Technologies Inc.

09/19/2024 | Press release | Distributed by Public on 09/19/2024 14:16

Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities.
On September 16, 2024 and September 17, 2024, Dell Technologies Inc. (the "Company") issued an aggregate of 26,500,000 shares of the Company's Class C common stock (the "Class C Common Stock") upon conversion of the same number of shares of the Company's Class A common stock (the "Class A Common Stock") held by Michael Dell. As of the close of business on September 17, 2024, and after giving effect to the conversions, Mr. Dell beneficially owned a total of 271,834,081 shares of Class A Common Stock and 36,912,241 shares of Class C Common Stock. Mr. Dell's beneficial ownership as indicated above excludes 29,890,896 shares of Class A Common Stock and 1,380,000 shares of Class C Common Stock beneficially owned by Susan Lieberman Dell Separate Property Trust and Susan L. Dell, which he may be deemed to beneficially own.
As of September 18, 2024, after giving effect to the conversions described above, the Company had 333,874,468 shares of Class C Common Stock outstanding.
Under the Company's certificate of incorporation, any holder of Class A Common Stock has the right, at any time and from time to time, to convert all or any of the shares of Class A Common Stock held by such holder into shares of Class C Common Stock on a one-to-one basis. In addition, the shares of Class A Common Stock are automatically convertible into shares of Class C Common Stock on a one-to-one basis upon certain transfers in the circumstances described in the certificate of incorporation. Each share of Class C Common Stock bears the same dividend and liquidation rights as one share of Class A Common Stock.
The issuance of the shares of Class C Common Stock pursuant to the foregoing transactions was made without registration in reliance on the exemption from registration under the Securities Act of 1933 afforded by Section 3(a)(9) thereof. No commission or other remuneration was paid or given directly or indirectly for soliciting the exchange of such securities. It is expected that the issuance of any additional shares of Class C Common Stock upon any future optional or automatic conversion of shares of Class A Common Stock also will be made without registration in reliance on the exemption from registration under the Securities Act of 1933 afforded by Section 3(a)(9) thereof.
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