Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 6)*
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Dell Technologies Inc. (Name of Issuer) |
Class C Common Stock, par value $0.01 per share (Title of Class of Securities) |
24703L202 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 24703L202 |
| 1 | Names of Reporting Persons
Michael S. Dell | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
283,169,860.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
46.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Rows 5 through 9 reflect (a) 246,834,081 shares of Class A common stock of the Issuer (the "Class A Common Stock") and (b) 35,912,241 shares of Class C common stock of the Issuer (the "Class C Common Stock") held of record by the reporting person plus (c) 423,538 shares of Class C Common Stock held by the Michael & Susan Dell Foundation. Each share of Class A Common Stock is convertible into an equal number of shares of Class C Common Stock at any time. Assumes the conversion of the Class A Common Stock referred to above into shares of Class C Common Stock. The percentage in row 11 is based on 358,710,357 shares of Class C Common Stock issued and outstanding as of March 17, 2025, as disclosed in the Issuer's Annual Report on Form 10-K, filed on March 25, 2025. Assumes the conversion of the Class A Common Stock referred to in footnote 1 into shares of Class C Common Stock.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Dell Technologies Inc. | |
| (b) | Address of issuer's principal executive offices:
One Dell Way, Round Rock, Texas, 78682 | |
| Item 2. | ||
| (a) | Name of person filing:
This Amendment No. 6 to Schedule 13G is being filed by Michael S. Dell (the "Reporting Person"). The shares of Class A common stock, par value $0.01 per share (the "Class A Common Stock"), of the Issuer and the shares of Class C
common stock, par value $0.01 per share (the "Class C Common Stock"), of the Issuer reflected in Item 4 exclude in each case 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 the Reporting Person may be deemed to beneficially own. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of the Reporting Person is One Dell Way, Round Rock, Texas 78682. | |
| (c) | Citizenship:
The Reporting Person is a citizen of the United States. | |
| (d) | Title of class of securities:
Class C Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.:
24703L202 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
283,169,860 Reflects (a) 246,834,081 shares of Class A Common Stock and (b) 35,912,241 shares of Class Common Stock held of record by the reporting person plus (c) 423,538 shares of Class C Common Stock held by the Michael & Susan Dell Foundation. Under the Sixth Amended and Restated Certificate of Incorporation of the Issuer, at any time and from time to time, any holder of Class A Common Stock has the right 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. Assumes the conversion of the Class A Common Stock referred to above into shares of Class C Common Stock. | |
| (b) | Percent of class:
46.8% The percentage of class shown is based on 358,710,357 shares of Class C Common Stock issued and outstanding as of March 17, 2025, as disclosed in the Issuer's Annual Report on Form 10-K, filed on March 25, 2025. Assumes the conversion of the Class A Common Stock referred to in Item 4(a) into shares of Class C Common Stock. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
283,169,860 Reflects (a) 246,834,081 shares of Class A Common Stock and (b) 35,912,241 shares of Class C Common Stock held of record by the reporting person plus (c) 423,538 shares of Class C Common Stock held by the Michael & Susan Dell Foundation. Assumes the conversion of the Class A Common Stock referred to above into shares of Class C Common Stock. | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
283,169,860 Reflects (a) 246,834,081 shares of Class A Common Stock and (b) 35,912,241 shares of Class C Common Stock held of record by the reporting person plus (c) 423,538 shares of Class C Common Stock held by the Michael & Susan Dell Foundation. Assumes the conversion of the Class A Common Stock referred to above into shares of Class C Common Stock. | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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