SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment 5)*
Dell Technologies
Inc.
(Name of Issuer)
Class V Common Stock, par value $0.01 per
share
(Title of Class of Securities)
24703L103
(CUSIP Number)
Andrew Langham
Icahn Capital LP
767 Fifth Avenue, 47
th
Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
December 28, 2018
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
¨
.
NOTE: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies
are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
Item 1. Security and Issuer
This statement constitutes
Amendment No. 5 to the Schedule 13D relating to the shares of Class V Common Stock, par value $0.01 per share (“Shares”),
issued by Dell Technologies Inc. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange
Commission on October 15, 2018, as previously amended (the “Schedule 13D”), to furnish the additional information set
forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in
the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended
by the addition of the following:
As previously disclosed by the Issuer, on
July 1, 2018, the Issuer entered into that certain Agreement and Plan of Merger (as amended, the “Merger Agreement”)
with Teton Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Issuer (“Merger Sub”).
On December 28, 2018, the transactions contemplated
by the Merger Agreement were consummated, including the merger of Merger Sub with and into the Issuer, with the Issuer continuing
as the surviving corporation (the “Merger”). As a result of the Merger, each issued and outstanding Share held by the
Reporting Persons was cancelled and converted into the right to receive Merger Consideration (as defined in the Merger Agreement).
As a result of the foregoing and as of the effective time of the Merger, the Reporting Persons no longer beneficially own any Shares.
Item 5. Interest in Securities of the Issuer
Items 5(a), (b) and (e) of the Schedule 13D are hereby amended
by replacing them in their entirety with the following:
(a) As of the date hereof and as a result
of the Merger, the Reporting Persons do not beneficially own any Shares.
(b) As of the date hereof and as a result
of the Merger, the Reporting Persons do not beneficially own any Shares.
(e) As of the date hereof and as a result
of the Merger, the Reporting Persons do not beneficially own any Shares.
SIGNATURE
After reasonable inquiry
and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: December 31, 2018
ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
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By: Hopper Investments LLC, general partner
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By: Barberry Corp.
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By:
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/s/ Edward E. Mattner
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Name: Edward E. Mattner
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Title: Authorized Signatory
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ICAHN CAPITAL LP
By: IPH GP LLC, its
general partner
By: Icahn Enterprises
Holdings L.P., its sole member
By: Icahn Enterprises
G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises
Holdings L.P., its sole member
By: Icahn Enterprises
G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises
G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
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By:
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/s/ SungHwan Cho
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Name: SungHwan Cho
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Title: Chief Financial Officer
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/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page of Schedule 13D/A No. 5
– Dell Technologies Inc.]
Dell Technologies Inc. (NYSE:DVMT)
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