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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DELL INC ONE DELL WAY ROUND ROCK, TX 78682 |
X | |||
Dell International L.L.C. ONE DELL WAY ROUND ROCK, TX 78682 |
X |
DELL INC., By: /s/ Janet B. Wright, Vice President and Assistant Secretary | 02/23/2011 | |
**Signature of Reporting Person | Date | |
DELL INTERNATIONAL L.L.C., By: /s/ Janet B. Wright, Manager | 02/23/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | As of December 12, 2010, Dell International L.L.C., a direct, wholly-owned subsidiary of Dell Inc. ("Dell International"), and Dell Trinity Holdings Corp., a direct, wholly-owned subsidiary of Dell International ("Merger Sub"), entered into an Agreement and Plan of Merger (as amended, the "Merger Agreement") with Compellent Technologies, Inc. ("Compellent"), pursuant to which, effective February 22, 2011, Merger Sub was merged with and into Compellent with Compellent surviving the merger as a direct, wholly-owned subsidiary of Dell International and an indirect, wholly-owned subsidiary of Dell Inc. (the "Merger"). (continued on footnote 2.) |
(2) | Concurrently with the Merger, all of Compellent's shares of outstanding common stock (other than any such shares held by Compellent, Dell, Merger Sub or any of their respective wholly-owned subsidiaries or by stockholders of Compellent who validly exercised their appraisal rights under Delaware law) were cancelled and converted into the right to receive $27.75 in cash. |
(3) | Based on 32,010,342 shares of Compellent common stock, as reported by Compellent on Form 8-K to be outstanding as of February 22, 2011, minus 342,884 such shares already owned by the reporting persons, as described in note 4 below. |
(4) | As previously reported, prior to entering into the Merger Agreement, Dell Inc. purchased 342,884 shares of Compellent common stock in the open market pursuant to a 10b5-1 Plan. In the Merger, said 342,884 shares remained issued and outstanding and no consideration was paid (or will be payable) in respect thereof. |