8-KSecurities & Listing

Dell Technologies Inc. 8-K Report, Unregistered Securities Sale (Dec 13, 2019)

Filed December 13, 2019For Securities:DELL

Summary

This 8-K filing from Dell Technologies Inc. (DELL) on December 12, 2019, reports on an unregistered sale of equity securities. Specifically, on December 11, 2019, the Company issued 7,700,000 shares of its Class A common stock to Chairman and CEO Michael Dell upon his partial exercise of a stock option. This transaction resulted in gross proceeds of approximately $105.9 million for the Company. This event is significant as it involves the CEO acquiring a substantial number of shares through an option exercise. The issuance was conducted under a private offering exemption, meaning these shares were not registered with the SEC. Following this exercise, Mr. Dell still has the option to purchase an additional 3,209,091 shares of Class A common stock, indicating potential future equity transactions.

Key Highlights

  • 1Dell Technologies Inc. issued 7,700,000 shares of Class A common stock on December 11, 2019.
  • 2The shares were issued to Chairman and CEO Michael Dell.
  • 3The issuance resulted from Mr. Dell's partial exercise of a stock option.
  • 4The exercise price for the option was $13.75 per share.
  • 5Dell Technologies received gross proceeds of $105.9 million from the option exercise.
  • 6The issuance was made in reliance on the private offering exemption (Section 4(a)(2)) of the Securities Act of 1933.
  • 7Michael Dell retains the option to purchase an additional 3,209,091 shares of Class A common stock.

Frequently Asked Questions

The primary event is the issuance of 7,700,000 shares of Dell Technologies' Class A common stock to CEO Michael Dell upon his exercise of a stock option, raising $105.9 million for the company.

The shares were issued under the private offering exemption found in Section 4(a)(2) of the Securities Act of 1933, which allows for the sale of securities without registration in certain private transactions.

Yes, following this exercise, Michael Dell can still purchase an additional 3,209,091 shares of Class A common stock pursuant to the remaining portion of his original stock option.

The CEO exercising stock options can indicate confidence in the company's future performance, as it involves acquiring more equity. It also represents a cash inflow for the company, though in this case, it's a transaction with an insider.