SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Dell Technologies Inc.
(Name of Issuer)
Class C Common Stock, par value $0.01 per share
(Title of Class of Securities)
24703L 202
(CUSIP Number)
December 31, 2018
(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)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 24703L 202
| 1 | NAMES OF REPORTING PERSONS
Susan Lieberman Dell Separate Property Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
-0- | ||||
| 6 | SHARED VOTING POWER
32,890,896 shares of Class C Common Stock (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
-0- | |||||
| 8 | SHARED DISPOSITIVE POWER
32,890,896 shares of Class C Common Stock (1) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,890,896 shares of Class C Common Stock (1) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.1% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Reflects 32,890,896 shares of Class A common stock of the Issuer (the “Class A Common Stock”) convertible into an equal number of shares of Class C common stock of the Issuer (the “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. |
| (2) | Based on approximately 171,909,324 shares of Class C Common Stock issued and outstanding as of December 28, 2018, as reported in the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on December 28, 2018. Assumes the conversion of the Class A Common Stock referred to in footnote 1 into shares of Class C Common Stock. |
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CUSIP No. 24703L 202
| 1 | NAMES OF REPORTING PERSONS
Susan L. Dell | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
-0- | ||||
| 6 | SHARED VOTING POWER
32,890,896 shares of Class C Common Stock (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
-0- | |||||
| 8 | SHARED DISPOSITIVE POWER
32,890,896 shares of Class C Common Stock (1) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,890,896 shares of Class C Common Stock (1) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.1% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Reflects 32,890,896 shares of Class A Common Stock 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. |
| (2) | Based on approximately 171,909,324 shares of Class C Common Stock issued and outstanding as of December 28, 2018, as reported in the Current Report on Form 8-K filed by the Issuer with the SEC on December 28, 2018. Assumes the conversion of the Class A Common Stock referred to in footnote 1 into shares of Class C Common Stock. |
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CUSIP No. 24703L 202
| 1 | NAMES OF REPORTING PERSONS
Hexagon Trust Company | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
New Hampshire | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
-0- | ||||
| 6 | SHARED VOTING POWER
32,890,896 shares of Class C Common Stock (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
-0- | |||||
| 8 | SHARED DISPOSITIVE POWER
32,890,896 shares of Class C Common Stock (1) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,890,896 shares of Class C Common Stock (1) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.1% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Reflects 32,890,896 shares of Class A Common Stock 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. |
| (2) | Based on approximately 171,909,324 shares of Class C Common Stock issued and outstanding as of December 28, 2018, as reported in the Current Report on Form 8-K filed by the Issuer with the SEC on December 28, 2018. Assumes the conversion of the Class A Common Stock referred to in footnote 1 into shares of Class C Common Stock. |
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CUSIP No. 24703L 202
| 1 | NAMES OF REPORTING PERSONS
Marc R. Lisker | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
-0- | ||||
| 6 | SHARED VOTING POWER
66,340,400 shares of Class C Common Stock (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
-0- | |||||
| 8 | SHARED DISPOSITIVE POWER
66,340,400 shares of Class C Common Stock (1) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,340,400 shares of Class C Common Stock (1) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
27.8% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Reflects 66,340,400 shares of Class A Common Stock 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. |
| (2) | Based on approximately 171,909,324 shares of Class C Common Stock issued and outstanding as of December 28, 2018, as reported in the Current Report on Form 8-K filed by the Issuer with the SEC on December 28, 2018. Assumes the conversion of the Class A Common Stock referred to in footnote 1 into shares of Class C Common Stock. |
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| Item 1(a). | Name of Issuer: |
The name of the Issuer is Dell Technologies Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
The Issuer’s principal executive offices are located at One Dell Way, Round Rock, Texas 78682.
| Item 2(a). | Name of Person Filing: |
This Schedule 13G is being jointly filed by and on behalf of each of Susan Lieberman Dell Separate Property Trust (the “Trust”), Susan L. Dell, Hexagon Trust Company (the “Trustee”) and Marc R. Lisker (collectively, the “Reporting Persons”).
The Trust is the record holder of 32,890,896 shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of the Issuer, which is convertible into an equal number of shares of Class C Common Stock (as defined in Item 2(d)) at any time. Ms. Dell is the beneficiary of, and may be deemed to beneficially own securities beneficially owned by, the Trust. The Trustee is the trustee of, and may be deemed to beneficially own securities beneficially owned by, the Trust. Mr. Lisker is the President of, and may be deemed to beneficially own the securities beneficially owned by, the Trustee. Each of the Trustee and Mr. Lisker disclaims any pecuniary interest in the assets of, or any securities beneficially owned by, the Trust.
The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2019, a copy of which is filed with this Schedule 13G as Exhibit 2, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the “Act”).
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The principal business address of each of the Reporting Persons is 645 Fifth Avenue, 21st Floor, New York, New York 10022.
| Item 2(c). | Citizenship: |
The Trust is organized under the laws of the State of Texas.
The Trustee is incorporated under the laws of the State of New Hampshire.
Each of Ms. Dell and Mr. Lisker is a citizen of the United States of America.
| Item 2(d). | Title of Class of Securities: |
Class C common stock, par value $0.01 per share (the “Class C Common Stock”)
| Item 2(e). | CUSIP No.: |
24703L 202
| 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: |
Not applicable.
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| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
| Susan Lieberman Dell Separate Property Trust |
32,890,896 shares (1) | |
| Susan L. Dell |
32,890,896 shares (1) | |
| Hexagon Trust Company |
32,890,896 shares (1) | |
| Marc R. Lisker |
66,340,400 shares (2) |
| (b) | Percent of class(3): |
| Susan Lieberman Dell Separate Property Trust |
16.1 | % | ||
| Susan L. Dell |
16.1 | % | ||
| Hexagon Trust Company |
16.1 | % | ||
| Marc R. Lisker |
27.8 | % |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
-0- for all Reporting Persons
| (ii) | Shared power to vote or to direct the vote: |
| Susan Lieberman Dell Separate Property Trust |
32,890,896 shares (1) | |
| Susan L. Dell |
32,890,896 shares (1) | |
| Hexagon Trust Company |
32,890,896 shares (1) | |
| Marc R. Lisker |
66,340,400 shares (2) |
| (iii) | Sole power to dispose or to direct the disposition of: |
-0- for all Reporting Persons
| (iv) | Shared power to dispose or to direct the disposition of: |
| Susan Lieberman Dell Separate Property Trust |
32,890,896 shares (1) | |
| Susan L. Dell |
32,890,896 shares (1) | |
| Hexagon Trust Company |
32,890,896 shares (1) | |
| Marc R. Lisker |
66,340,400 shares (2) |
| (1) | Reflects 32,890,896 shares of Class A Common Stock convertible into an equal number of shares of Class C Common Stock at any time. Under the Fifth 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. Accordingly, each of the Trust, Ms. Dell and the Trustee may be deemed to beneficially own 32,890,896 shares of Class C Common Stock issuable upon conversion of 32,890,896 shares of Class A Common Stock owned of record by the Trust. Assumes the conversion of the Class A Common Stock referred to above into shares of Class C Common Stock. |
| (2) | Reflects 32,890,896 shares of Class A Common Stock owned of record by the Trust, 31,856,436 shares of Class A Common Stock owned of record by MSDC Denali Investors, L.P. (“MSDC Denali Investors”) and 1,593,068 shares of Class A Common Stock owned of record by MSDC Denali EIV, LLC (“MSDC Denali EIV”). Mr. Lisker is one of three managers of MSD Partners (GP), LLC (“MSD GP”) and may be deemed to beneficially own the securities beneficially owned by MSD GP. MSD GP is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSD Partners, L.P. (“MSD Partners”). MSD Partners is the investment manager of, and may be deemed to beneficially own securities beneficially owned by, MSDC Denali Investors and MSDC Denali EIV. Accordingly, Mr. Lisker may be deemed to beneficially own 66,340,400 shares of Class C Common Stock issuable upon conversion of 66,340,400 shares of Class A Common Stock collectively owned of record by the Trust, MSDC Denali EIV and MSDC Denali Investors. The number of shares of Class C Common Stock shown as beneficially owned assumes the conversion of the Class A Common Stock referred to above into shares of Class C Common Stock. The securities of the Issuer shown as beneficially owned by each of the Trust, Ms. Dell and the Trustee in this statement exclude in each case the shares of Class A Common Stock beneficially owned by MSD GP, MSD Partners, MSDC Denali Investors and MSDC Denali EIV. |
| (3) | The percentages of class shown are based on approximately 171,909,324 shares of Class C Common Stock issued and outstanding as of December 28, 2018, as reported in the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on December 28, 2018, and assume the conversion of the Class A Common Stock referred to footnotes 1 and 2 into shares of Class C Common Stock. |
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More Than 5 Percent on Behalf of Another Person. |
Not applicable.
| 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.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| 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.
Dated: February 14, 2019
| Susan Lieberman Dell Separate Property Trust | ||
| By: | Hexagon Trust Company, as Trustee | |
| By: | /s/ Marc R. Lisker | |
| Name: | Marc R. Lisker | |
| Title: | President | |
| Susan L. Dell | ||
| By: | /s/ Marc R. Lisker | |
| Name: | Marc R. Lisker | |
| Title: | Attorney-in-Fact | |
| Hexagon Trust Company | ||
| By: | /s/ Marc R. Lisker | |
| Name: | Marc R. Lisker | |
| Title: | President | |
| Marc R. Lisker | ||
| /s/ Marc R. Lisker | ||
| Name: | Marc R. Lisker | |
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EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 1 | Power of Attorney of Susan L. Dell | |
| 2 | Joint Filing Agreement | |
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