Initial Statement of Beneficial Ownership (3)
17 Mai 2013 - 6:11PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
SOUTHEASTERN ASSET MANAGEMENT INC/TN/
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2. Date of Event Requiring Statement (MM/DD/YYYY)
5/9/2013
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3. Issuer Name
and
Ticker or Trading Symbol
DELL INC [Dell]
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(Last)
(First)
(Middle)
6410 POPLAR AVENUE, SUITE 900
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
___
X
___ Other (specify below)
/ member of 10% owner group
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(Street)
MEMPHIS, TN 38119
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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Remarks:
On May 10, 2013, Southeastern Asset Management, Inc. (the "Reporting Person") filed Amendment No. 4 to its Schedule 13D (as so amended, the "Schedule 13D") reporting beneficial ownership, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 121,149,658 outstanding shares of the Issuer's common stock and an additional 25,000,000 shares issuable upon the exercise of currently exercisable options. In addition, the Reporting Person acknowledged its membership in a group with the Icahn Parties (as defined in the Schedule 13D) and may be deemed to beneficially own 226,617,980 shares, constituting approximately 12.7% of shares outstanding. The Reporting Person has no pecuniary interest in any such shares and expressly disclaims beneficial ownership of such shares for all purposes of Section 16 of the Exchange Act other than Rule 16a-1(a)(1) thereunder. In addition, the Reporting Person has no pecuniary interest in and expressly disclaims beneficial ownership of all shares beneficially owned by the Icahn Parties.
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No securities are beneficially owned.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SOUTHEASTERN ASSET MANAGEMENT INC/TN/
6410 POPLAR AVENUE
SUITE 900
MEMPHIS, TN 38119
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member of 10% owner group
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Signatures
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/s/ Andrew R. McCarroll, General Counsel, Southeastern Asset Management, Inc.
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5/17/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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