Sec Form 13D Filing - Silver Lake Group L.L.C. @ Dell Technologies Inc.

Sec Form 13D Filing - Silver Lake Group L.L.C. filing for Dell Technologies Inc. (DELL) - 2024-03-22

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

Dell Technologies Inc.

(Name of Issuer)

Class C Common Stock, par value $0.01 per share

(Title of Class of Securities)

24703L202

(CUSIP Number)

Andrew J. Schader, Esq.

Silver Lake

55 Hudson Yards

550 West 34th Street, 40th Floor

New York, NY 10001

(212) 981-5600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to:

Kenneth B. Wallach, Esq.

Hui Lin, Esq.

Jessica Asrat, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

March 20, 2024

(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 §§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 §240.13d-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, as amended (the “Exchange 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. 24703L202


1.		Names of Reporting Persons. SL SPV-2, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

Represents Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”) convertible into an equal number of shares of Class C Common Stock, par value $0.01 per share (the “Class C Common Stock”) at any time. Assumes the conversion of the Class B Common Stock referred to above into shares of Class C Common Stock.

(2)	Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Shares of Class B Common Stock beneficially owned represent 4.1% of the total common stock of Dell Technologies Inc. (the “Issuer”) outstanding. See Item 5.

CUSIP NO. 24703L202


1.		Names of Reporting Persons. SLTA SPV-2, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Includes Class B Common Stock convertible into an equal number of shares of Class C Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class C Common Stock.

(2)	Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class B Common Stock beneficially owned represent 4.2% of the total common stock of the Issuer outstanding. See Item 5.

CUSIP NO. 24703L202


1.		Names of Reporting Persons. SLTA SPV-2 (GP), L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Includes Class B Common Stock convertible into an equal number of shares of Class C Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class C Common Stock.

(2)	Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class B Common Stock beneficially owned represent 4.2% of the total common stock of the Issuer outstanding. See Item 5.

CUSIP NO. 24703L202


1.		Names of Reporting Persons. Silver Lake Partners IV, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Includes Class B Common Stock convertible into an equal number of shares of Class C Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class C Common Stock.

(2)	Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class B Common Stock beneficially owned represent 4.3% of the total common stock of the Issuer outstanding. See Item 5.

CUSIP NO. 24703L202


1.		Names of Reporting Persons. Silver Lake Technology Investors IV, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Includes Class B Common Stock convertible into an equal number of shares of Class C Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class C Common Stock.

(2)	Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class B Common Stock beneficially owned represent 0.1% of the total common stock of the Issuer outstanding. See Item 5.

CUSIP NO. 24703L202


1.		Names of Reporting Persons. Silver Lake Technology Associates IV, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Includes Class B Common Stock convertible into an equal number of shares of Class C Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class C Common Stock.

(2)	Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class B Common Stock beneficially owned represent 4.3% of the total common stock of the Issuer outstanding. See Item 5.

CUSIP NO. 24703L202


1.		Names of Reporting Persons. SLTA IV (GP), L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Includes Class B Common Stock convertible into an equal number of shares of Class C Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class C Common Stock.

(2)	Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class B Common Stock beneficially owned represent 4.3% of the total common stock of the Issuer outstanding. See Item 5.

CUSIP NO. 24703L202


1.		Names of Reporting Persons. Silver Lake Partners V DE (AIV), L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Includes Class B Common Stock convertible into an equal number of shares of Class C Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class C Common Stock.

(2)	Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class B Common Stock beneficially owned represent 2.3% of the total common stock of the Issuer outstanding. See Item 5.

CUSIP NO. 24703L202

< td valign="top" style="BORDER-LEFT:1px solid #000000; BORDER-BOTTOM:1px solid #000000; padding-left:8pt"> 3.


1.		Names of Reporting Persons. Silver Lake Technology Investors V, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
	SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Includes Class B Common Stock convertible into an equal number of shares of Class C Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class C Common Stock.

(2)	Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class B Common Stock beneficially owned represent less than 0.1% of the total common stock of the Issuer outstanding. See Item 5.

CUSIP NO. 24703L202


1.		Names of Reporting Persons. Silver Lake Technology Associates V, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Includes Class B Common Stock convertible into an equal number of shares of Class C Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class C Common Stock.

(2)	Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class B Common Stock beneficially owned represent 2.3% of the total common stock of the Issuer outstanding. See Item 5.

CUSIP NO. 24703L202


1.		Names of Reporting Persons. SLTA V (GP), L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Includes Class B Common Stock convertible into an equal number of shares of Class C Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class C Common Stock.

(2)	Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class B Common Stock beneficially owned represent 2.3% of the total common stock of the Issuer outstanding. See Item 5.

CUSIP NO. 24703L202


1.		Names of Reporting Persons. Silver Lake Group, L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Includes Class B Common Stock convertible into an equal number of shares of Class C Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class C Common Stock.

(2)	Calculated pursuant to Rule 13d-3 of the Exchange Act. Shares of Class B Common Stock beneficially owned represent 10.9% of the total common stock of the Issuer outstanding. See Item 5.

EXPLANATORY NOTE

This Amendment No. 7 (the “Amendment No. 7”), being filed by SL SPV-2, L.P. (“SPV-2”), SLTA SPV-2, L.P. (“SLTA GP”), SLTA SPV-2 (GP), L.L.C. (“SLTA SPV GP”), Silver Lake Partners IV, L.P. (“SLP IV”), Silver Lake Technology Investors IV, L.P. (“SLTI IV”), Silver Lake Technology Associates IV, L.P. (“SLTA IV”), SLTA IV (GP), L.L.C. (“SLTA IV GP”), Silver Lake Partners V DE (AIV), L.P. (“SLP V”), Silver Lake Technology Investors V, L.P. (“SLTI V”), Silver Lake Technology Associates V, L.P. (“SLTA V”), SLTA V (GP), L.L.C. (“SLTA V GP”), and Silver Lake Group, L.L.C. (“SLG”, and collectively, the “Reporting Persons”) amends the Schedule 13D initially filed on February 19, 2019, as amended by Amendment No. 1 filed on July 2, 2019, Amendment No. 2 filed on January 2, 2020, Amendment No. 3 filed on July 1, 2021, Amendment No. 4 filed on July 13, 2023, Amendment No. 5 filed on January 18, 2024 and Amendment No. 6 filed on March 6, 2024 (as amended, the “Schedule 13D”). The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 7 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Schedule 13D.

This Amendment No. 7 is being filed to report that (i) from March 13, 2024 through March 21, 2024, certain of the Reporting Persons sold an aggregate of 3,804,964 shares of Class C Common Stock, (ii) from March 13, 2024 through 9:00 a.m. Eastern on March 22, 2024, certain of the Reporting Persons initiated distributions of an aggregate of 1,352,622 shares of Class C Common Stock to certain of their respective direct and indirect equity holders, with SL SPV-2, L.P. distributing 613,601 shares, SLP IV distributing 456,806 shares and SLP V distributing 282,215 shares (such sales and distributions of Class C Common Stock were received upon conversions on March 13, 2024 through March 21, 2024 or prior dates of an equal number of shares of Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”) held by such Reporting Persons.

Item 2.

Identity and Background

Item 2 of the Schedule 13D is hereby amended and supplemented as follows:

The information set forth in amended and restated Annex A hereto is incorporated by reference in this amended Item 2.

Item 5.

Interest in Securities of the Issuer

Item 5(a) – (c) of the Schedule 13D is hereby amended and restated as follows:

The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 is incorporated by reference in its entirety into this Item 5.

(a) – (b) The Reporting Persons may be deemed to beneficially own an aggregate of 76,734,366 shares of the Issuer’s Class C Common Stock, which constitutes approximately 10.9% of the total outstanding common stock of the Issuer, based on 706,335,200 shares of common stock outstanding in the aggregate as set forth in the Issuer’s Quarterly Report on Form 10-Q, filed on December 8, 2023 and the Issuer’s Periodic Report on Form 8-K filed on January 18, 2024.

Subject to the terms of the Issuer’s amended and restated certificate of incorporation, each holder of record of: (1) Class A Common Stock is entitled to 10 votes per share of Class A Common Stock; (2) Class B Common Stock is entitled to 10 votes per share of Class B Common Stock; (3) Class C Common Stock is entitled to one vote per share of Class C Common Stock; and (4) Class D Common Stock is not entitled to any vote on any matter except to the extent required by provisions of Delaware law (in which case such holder is entitled to one vote per share of Class D Common Stock), in the case of each of (1) through (4), which is outstanding in such holder’s name on the books of the Issuer and which is entitled to vote. The board of directors of the Issuer has a class consisting of the

Group I Directors and a class consisting of the Group IV Directors (each as defined in the Issuer’s certificate of incorporation, as amended). The holders of shares of all series of common stock outstanding will vote as one class with respect to the election of all Group I Directors and the holders of Class C Common Stock will vote separately as a series with respect to the election of the Group IV Director. Except as may otherwise be provided in the Issuer’s certificate of incorporation, as amended, or as may otherwise be required by Delaware law, with respect to all other matters to be voted on by stockholders of the Issuer, the holders of shares of all series of common stock outstanding will vote as one class. As a result of the above, the 76,734,366 shares of Class C Common Stock beneficially owned in the aggregate by the Reporting Persons is entitled to approximately 16.7% of the combined voting power of the common stock of the Issuer, based on 706,335,200 shares of common stock outstanding in the aggregate, including 262,220,998 shares of Class C Common Stock outstanding, in each case, as set forth in the Issuer’s Quarterly Report on Form 10-Q, filed on December 8, 2023 and the Issuer’s Periodic Report on Form 8-K filed on January 18, 2024, respectively, plus the additional 4,575,030 shares of Class C Common Stock issued upon the conversion of an equal number of shares of Class B Common Stock on January 12, 2024 and January 16, 2024 in connection with the sales and distributions described in Amendment No. 5, the additional 4,625,237 shares of Class C Common Stock issued upon the conversion of an equal number of shares of Class B Common Stock on March 3, 2024 and March 4, 2024 in connection with the sales and distributions described in Amendment No. 6 and the additional 5,139,967 shares of Class C Common Stock issued upon the conversion of an equal number of shares of Class B Common Stock on March 13, 2024 through March 21, 2024 in connection with the sales and distributions described above and as described further in Annex B attached hereto.

The Reporting Persons may be deemed to beneficially own an aggregate of 76,734,366 shares of the Issuer’s Class C Common Stock, based on 315,159 shares of Class C Common Stock held by SLG, 77,503 shares of Class C Common Stock held by SLTA GP, 2,507 shares of Class C Common Stock held by SLTA IV and 45,752 shares of Class C Common Stock held by SLTA V, which were, in part, acquired in connection with the distribution described above, and an aggregate of 76,293,445 shares of the Issuer’s Class B Common Stock held by the Reporting Persons, which are convertible into shares of Class C Common Stock on a one-for-one basis at any time at the holder’s election, representing approximately 21.7% of the issued and outstanding shares of the Issuer’s Class C Common Stock calculated on the basis of Rule 13d-3 of the Exchange Act. The percentages of beneficial ownership in this Schedule 13D are based on 262,220,998 shares of Class C Common Stock of the Issuer outstanding as of January 11, 2024, as set forth in the Issuer’s Periodic Report on Form 8-K filed on January 18, 2024, plus the additional 4,575,030 shares of Class C Common Stock issued upon conversion of an equal number of shares of Class B Common Stock on January 12, 2024 and January 16, 2024 in connection with the sales and distributions described in Amendment No. 5, the additional 4,625,237 shares of Class C Common Stock issued upon the conversion of an equal number of shares of Class B Common Stock on March 3, 2024 and March 4, 2024 in connection with the sales and distributions described in Amendment No. 6 and the additional 5,139,967 shares of Class C Common Stock issued upon the conversion of an equal number of shares of Class B Common Stock on March 13, 2024 through March 21, 2024 in connection with the sales and distributions described above, and assuming conversion of all outstanding shares of Class B Common Stock which may be deemed to be beneficially owned by the Reporting Persons into shares of Class C Common Stock.

Information with respect to the beneficial ownership of Class C Common Stock by the individuals listed in Annex A is set forth in Annex A attached hereto and incorporated herein by reference in response to this Item 5.

The references to and description of the Issuer’s amended and restated certificate of incorporation set forth above is not intended to be complete and is qualified in its entirety by reference to the full text of such certificate, which is filed as Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 29, 2022.

(c) Except as set forth in the Explanatory Note of this Schedule 13D and the Annexes attached hereto, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other person listed in Annex A, have effected any transaction in Class C Common Stock since the filing of Amendment No. 6 with the SEC on March 6, 2024.

Signatures

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: March 22, 2024


SL SPV-2, L.P.

By:	SLTA SPV-2, L.P., its general partner

	By:	SLTA SPV-2 (GP), L.L.C., its general partner
		By: Silver Lake Group, L.L.C., its managing member

By:	/s/ Andrew J. Schader
	Name:	Andrew J. Schader
	Title:	Managing Director and General Counsel

SLTA SPV-2, L.P.

By:	SLTA SPV-2 (GP), L.L.C., its general partner

	By:	Silver Lake Group, L.L.C., its managing member

By:	/s/ Andrew J. Schader
	Name:	Andrew J. Schader
	Title:	Managing Director and General Counsel

SLTA SPV-2 (GP), L.L.C.

By:	Silver Lake Group, L.L.C., its managing member

By:	/s/ Andrew J. Schader
	Name:	Andrew J. Schader
	Title:	Managing Director and General Counsel


Silver Lake Partners IV, L.P.

By:	Silver Lake Technology Associates IV, L.P., its general partner

	By:	SLTA IV (GP), L.L.C., its general partner

		By:	Silver Lake Group, L.L.C., its managing member


By:	/s/ Andrew J. Schader
	Name:	Andrew J. Schader
	Title:	Managing Director and General Counsel


Silver Lake Technology Investors IV, L.P.

By:	Silver Lake Technology Associates IV, L.P., its general partner

	By:	SLTA IV (GP), L.L.C., its general partner

		By:	Silver Lake Group, L.L.C., its managing member


By:	/s/ Andrew J. Schader
	Name:	Andrew J. Schader
	Title:	Managing Director and General Counsel

Silver Lake Technology Associates IV, L.P.

By:	SLTA IV (GP), L.L.C., its general partner

	By:	Silver Lake Group, L.L.C., its managing member

By:	/s/ Andrew J. Schader
	Name:	Andrew J. Schader
	Title:	Managing Director and General Counsel


SLTA IV (GP), L.L.C.

By:	Silver Lake Group, L.L.C., its managing member

By:	/s/ Andrew J. Schader
	Name:		Andrew J. Schader
	Title:		Managing Director and General Counsel

Silver Lake Partners V DE (AIV), L.P.

By:	Silver Lake Technology Associates V, L.P., its general partner

	By:	SLTA V (GP), L.L.C., its general partner

		By:	Silver Lake Group, L.L.C., its managing member

By:	/s/ Andrew J. Schader
	Name:		Andrew J. Schader
	Title:		Managing Director and General Counsel

Silver Lake Technology Investors V, L.P.

By:	Silver Lake Technology Associates V, L.P., its general partner

	By:	SLTA V (GP), L.L.C., its general partner

		By:	Silver Lake Group, L.L.C., its managing member

By:	/s/ Andrew J. Schader
	Name:		Andrew J. Schader
	Title:		Managing Director and General Counsel

Silver Lake Technology Associates V, L.P.

By:	SLTA V (GP), L.L.C., its general partner

	By:	Silver Lake Group, L.L.C., its managing member

By:	/s/ Andrew J. Schader
	Name:		Andrew J. Schader
	Title:		Managing Director and General Counsel


SLTA V (GP), L.L.C.

By: Silver Lake Group, L.L.C., its managing member

By:	/s/ Andrew J. Schader
	Name:	Andrew J. Schader
	Title:	Managing Director and General Counsel

Silver Lake Group, L.L.C.

By:	/s/ Andrew J. Schader
	Name:	Andrew J. Schader
	Title:	Managing Director and General Counsel

Annex A

Annex A is hereby amended and restated as follows:

The following sets forth the name and principal occupation of each of the managing members of Silver Lake Group, L.L.C., each of whom is a citizen of the United States. Also set forth below is the number of shares of Class C Common Stock beneficially owned by such persons as of March 22, 2024. Shares reflected include the following number of shares of Class C Common Stock received in the in-kind distributions described further in the Explanatory Note to this Amendment No. 7: (i) on March 18, 2024, Egon Durban (27,974), Kenneth Hao (25,825), Gregory Mondre (26,154) and Joseph Osnoss (8,424) and (ii) on March 22, 2024: Egon Durban (102,976), Kenneth Hao (95,049), Gregory Mondre (96,262) and Joseph Osnoss (30,990). Since the filing of Amendment No. 6 to this Schedule 13D, there have been no other transactions by such persons in the Class C Common Stock, except that on March 7, 2024, Mr. Osnoss sold 5,500 shares of Class C Common Stock at an average weighted price of $120.54 per share and donated 2,750 shares of Class C Common Stock, on March 22, 2024, Mr. Osnoss sold 8,802 shares of Class C Common Stock at an average weighted price of $112.42, on March 13, 2024, Mr. Hao’s charitable foundation sold 21,625 shares of Class C Common Stock at an average weighted price of $110.20 per share, on March 12, 2024 and March 13, 2024 Mr. Hao and related investment vehicles donated an aggregate of 66,040 shares of Class C Common Stock, on March 21, 2024, Mr. Hao’s charitable foundation sold 21,625 shares of Class C Common Stock at an average weighted price of $113.90, and on March 22, 2024 an investment vehicle of Mr. Hao sold 504 shares of Class C Common Stock at a price of $112.49 per share.


Name	Business Address	Principal Occupation	Class C Common Stock Beneficially Owned
Egon Durban	c/o Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park, California 94025	Co-CEO and Managing Member of Silver Lake Group, L.L.C.	551,201
Kenneth Hao	c/o Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park, California 94025	Chairman and Managing Member of Silver Lake Group, L.L.C.	120,370
Gregory Mondre	c/o Silver Lake 55 Hudson Yards 550 West 34th Street, 40th Floor New York, NY 10001	Co-CEO and Managing Member of Silver Lake Group, L.L.C.	391,638
Joseph Osnoss	c/o Silver Lake 55 Hudson Yards 550 West 34th Street, 40th Floor New York, NY 10001	Managing Partner and Managing Member of Silver Lake Group, L.L.C.	126,232

Annex B

Sales of Class C Common Stock by the Reporting Persons since the filing of Amendment No. 6 with the SEC on March 6, 2024, each of which occurred in the open market and block sales:


Date	Number of Shares Sold		Price Per Share		Price Range Per Share	Seller
March 13, 2024		27,668	$	110.17	$110.00-$110.59	SL SPV-2, L.P.
March 13, 2024		31,955	$	110.17	$110.00-$110.59	Silver Lake Partners IV, L.P.
March 13, 2024		607	$	110.17	$110.00-$110.59	Silver Lake Technology Investors IV, L.P.
March 13, 2024		16,566	$	110.17	$110.00-$110.59	Silver Lake Partners V DE (AIV), L.P.
March 13, 2024		274	$	110.17	$110.00-$110.59	Silver Lake Technology Investors V, L.P.
March&# xA0;14, 2024		3,855	$	110.75	$110.49-$111.14	SL SPV-2, L.P.
March 14, 2024		4,449	$	110.75	$110.49-$111.14	Silver Lake Partners IV, L.P.
March 14, 2024		85	$	110.75	$110.49-$111.14	Silver Lake Technology Investors IV, L.P.
March 14, 2024		2,309	$	110.75	$110.49-$111.14	Silver Lake Partners V DE (AIV), L.P.
March 14, 2024		38	$	110.75	$110.49-$111.14	Silver Lake Technology Investors V, L.P.
March 15, 2024		167,859	$	107.17	$106.94-$107.9396	SL SPV-2, L.P.
March 15, 2024		90,640	$	108.22	$107.94-$108.93	SL SPV-2, L.P.
March 15, 2024		72	$	108.97	$108.95-$108.98	SL SPV-2, L.P.
March 15, 2024		193,694	$	107.17	$106.94-$107.9396	Silver Lake Partners IV, L.P.
March 15, 2024		104,589	$	108.22	$107.94-$108.93	Silver Lake Partners IV, L.P.
March 15, 2024		83	$	108.97	$108.95-$108.98	Silver Lake Partners IV, L.P.
March 15, 2024		3,681	$	107.17	$106.94-$107.9396	Silver Lake Technology Investors IV, L.P.
March 15, 2024		1,988	$	108.22	$107.94-$108.93	Silver Lake Technology Investors IV, L.P.
March 15, 2024		1	$	108.97	$108.95-$108.98	Silver Lake Technology Investors IV, L.P.
March 15, 2024		100,589	$	107.17	$106.94-$107.9396	Silver Lake Partners V DE (AIV), L.P.
March 15, 2024		54,316	$	108.22	$107.94-$108.93	Silver Lake Partners V DE (AIV), L.P.


March 15, 2024	43	$	108.97	$108.95-$108.98	Silver Lake Partners V DE (AIV), L.P.
March 15, 2024	1,660	$	107.17	$106.94-$107.9396	Silver Lake Technology Investors V, L.P.
March 15, 2024	896	$	108.22	$107.94-$108.93	Silver Lake Technology Investors V, L.P.
March 15, 2024	1	$	108.97	$108.95-$108.98	Silver Lake Technology Investors V, L.P.
March 18, 2024	7,457	$	106.95	$106.90-$107.0865	SL SPV-2, L.P.
March 18, 2024	7,698	$	106.95	$106.90-$107.0865	Silver Lake Partners IV, L.P.
March 18, 2024	147	$	106.95	$106.90-$107.0865	Silver Lake Technology Investors IV, L.P.
March 18, 2024	4,007	$	106.95	$106.90-$107.0865	Silver Lake Partners V DE (AIV), L.P.
March 18, 2024	66	$	106.95	$106.90-$107.0865	Silver Lake Technology Investors V, L.P.
March 19, 2024	98,505	$	107.50	$107.00-$107.99	SL SPV-2, L.P.
March 19, 2024	102,561	$	108.39	$108.00-$108.88	SL SPV-2, L.P.
March 19, 2024	113,714	$	107.50	$107.00-$107.99	Silver Lake Partners IV, L.P.
March 19, 2024	118,398	$	108.39	$108.00-$108.88	Silver Lake Partners IV, L.P.
March 19, 2024	2,160	$	107.50	$107.00-$107.99	Silver Lake Technology Investors IV, L.P.
March 19, 2024	2,249	$	108.39	$108.00-$108.88	Silver Lake Technology Investors IV, L.P.
March 19, 2024	59,023	$	107.50	$107.00-$107.99	Silver Lake Partners V DE (AIV), L.P.
March 19, 2024	61,453	$	108.39	$108.00-$108.88	Silver Lake Partners V DE (AIV), L.P.
March 19, 2024	974	$	107.50	$107.00-$107.99	Silver Lake Technology Investors V, L.P.
March 19, 2024	1,015	$	108.39	$108.00-$108.88	Silver Lake Technology Investors V, L.P.
March 20, 2024	502,596	$	106.18	N/A	SL SPV-2, L.P.
March 20, 2024	580,105	$	106.18	N/A	Silver Lake Partners IV, L.P.
March 20, 2024	11,019	$	106.18	N/A	Silver Lake Technology Investors IV, L.P.
March 20, 2024	301,312	$	106.18	N/A	Silver Lake Partners V DE (AIV), L.P.
March 20, 2024	4,968	$	106.18	N/A	Silver Lake Technology Investors V, L.P.


March 21, 2024	358,957	$	110.00	N/A	SL SPV-2, L.P.
March 21, 2024	414,684	$	110.00	N/A	Silver Lake Partners IV, L.P.
March 21, 2024	7,875	$	110.00	N/A	Silver Lake Technology Investors IV, L.P.
March 21, 2024	214,932	$	110.00	N/A	Silver Lake Partners V DE (AIV), L.P.
March 21, 2024	3,552	$	110.00	N/A	Silver Lake Technology Investors V, L.P.
March 21, 2024	15,739	$	113.33	$112.92-$113.82	Silver Lake Group, L.L.C.
March 21, 2024	1,880		114.00	$113.95-$114.04	Silver Lake Group, L.L.C.

The Reporting Persons undertake to provide, upon request of the staff of the Securities and Exchange Commission, full information regarding the number of shares of Class C Common Stock sold at each separate price within the price ranges set forth on the table above.

Number of

shares

beneficially

owned by

each

reporting

person

with:

Sole Voting Power

0

Shared Voting Power

29,297,033 (1)

Sole Dispositive Power

0

Shared Dispositive Power

29,297,033 (1)