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Dell Technologies | 8-K: Current report

SEC announcement ·  Mar 7 16:56
Summary by Moomoo AI
Dell Technologies Inc. reported significant stock conversions involving its Class A and Class B common stock into Class C common stock. On March 3 and 4, 2024, a total of 4,625,237 shares of Class C common stock were issued upon conversion of an equal number of Class B shares held by various Silver Lake Funds. These conversions were part of distributions to participants and some sales by the funds and their affiliates. Additionally, on March 5, 2024, Dell's Chairman and CEO, Michael S. Dell, converted 25,000,000 shares of Class A common stock into Class C common stock. This conversion was partially related to Mr. Dell's proposed open-market sale of 7,000,000 shares of Class C common stock. Prior to these transactions, Mr. Dell beneficially owned over...Show More
Dell Technologies Inc. reported significant stock conversions involving its Class A and Class B common stock into Class C common stock. On March 3 and 4, 2024, a total of 4,625,237 shares of Class C common stock were issued upon conversion of an equal number of Class B shares held by various Silver Lake Funds. These conversions were part of distributions to participants and some sales by the funds and their affiliates. Additionally, on March 5, 2024, Dell's Chairman and CEO, Michael S. Dell, converted 25,000,000 shares of Class A common stock into Class C common stock. This conversion was partially related to Mr. Dell's proposed open-market sale of 7,000,000 shares of Class C common stock. Prior to these transactions, Mr. Dell beneficially owned over 323 million shares of Class A and over 15 million shares of Class C common stock, excluding shares held by the Michael & Susan Dell Foundation and those beneficially owned by Susan Lieberman Dell Separate Property Trust and Susan L. Dell. As of January 11, 2024, Dell had 262,220,998 shares of Class C common stock outstanding. The conversions are in line with the company's certificate of incorporation, which allows conversions of Class A and Class B into Class C stock on a one-to-one basis, with each share of Class C stock having the same dividend and liquidation rights as Class A and B. The transactions were executed without registration under the Securities Act of 1933, in reliance on the exemption provided by Section 3(a)(9).

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