Item 1. Security and Issuer.
This Schedule 13D (the Schedule) relates to the class V common stock (Common Stock) of Dell Technologies Inc., a Delaware corporation
(the Issuer).
The principal executive offices of the Issuer are located at One Dell Way, Round Rock, Texas 78682.
Item 2. Identity and Background.
(a)
(c) and (f)
This Schedule is being filed by Dodge & Cox. Dodge & Cox is a California corporation, which clients may include investment
companies and/or employee benefit plans, pension funds, endowment funds or other institutional or individual clients. The principal office and business address of Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104.
Certain of the securities reported herein were previously included in a Schedule 13G filed by Dodge & Cox on February 14, 2017, as most
recently amended on February 13, 2018. Dodge & Cox did not acquire any beneficial ownership of Common Stock with the purpose or effect of changing or influencing the control of the Issuer or as a participant in any transaction having
such purpose or effect. Therefore, Dodge & Cox does not believe that it is required to file a Schedule 13D pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the Exchange Act); however,
Dodge & Cox is voluntarily filing this Schedule because of its entry into the voting and support agreement described in Item 6 below.
(d) During the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons listed on Exhibit A
has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the
Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons listed on Exhibit A was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As of November 14, 2018, Dodge & Cox, in its role as the investment adviser, held beneficial ownership of 16,010,647 shares of Common Stock
acquired prior to such date for an aggregate purchase price of $1,044,052,266. Such acquisitions were made for investment purposes with available funds of the applicable client accounts in the ordinary course of business of Dodge & Cox.
Item 4. Purpose of Transaction.
The
information set forth in Items 3 and 6 hereof is incorporated herein by reference.
All of the shares of Common Stock of the Issuer were acquired for
investment purposes for the clients of Dodge & Cox.
Dodge & Cox does not have any plans or proposals that relate to or would result in
any of the actions set forth in subsections (a) through (j) of Item 4 of Schedule 13D.