As filed with the Securities and Exchange Commission on May 24, 2016August 6, 2018

Registration No. 333-208524333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 5

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DENALI HOLDINGDELL TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

One Dell Way

Round Rock, Texas 78682

(512) 728-7800(800)289-3355

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Richard J. Rothberg, Esq.

Senior Vice President, General Counsel and Secretary

Dell Technologies Inc.

One Dell Way

Round Rock, Texas 78682

(512) 728-7800(800)289-3355

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Approximate date of commencement of proposed sale of the securities to the public:As soon as practicable after this Registration Statement is declared effective and upon the satisfaction or waiver of all other conditions to consummation of the transactions described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule13e-4(i) (Cross-Border Issuer Tender Offer)  ¨☐

Exchange Act Rule14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨☐

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is subject to completion and amendment. A registration statement relating to the securities described in this proxy statement/prospectus has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration under the securities laws of any such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION—DATED MAY 24, 2016AUGUST 6, 2018

[    ], 2016                , 2018

MERGER

THE CLASS V TRANSACTION PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Dear EMC Corporation Shareholders:fellow stockholders:

EMC Corporation, referredYou are cordially invited to as EMC, and Denali Holdingattend a special meeting of the stockholders of Dell Technologies Inc. (“Dell Technologies,” the “Company,” “we,” “our” or “us”) which will be held at [            ] a.m., referredCentral Time, on [                ], [                ], 2018, at the Dell Round Rock Campus, 501 Dell Way (Building 2), Round Rock, Texas 78682. At the special meeting, holders of our common stock will be asked to as Denali, have entered intovote on a number of matters relating to a proposed transaction, which would be implemented pursuant to an Agreement and Plan of Merger, dated as of October 12, 2015, asJuly 1, 2018 (as amended byfrom time to time, the First Amendment to Agreement“merger agreement”), between the Company and Plan ofTeton Merger dated as of May 16, 2016, referred to collectively as the merger agreement, under whichSub Inc., a wholly owned subsidiary of Denali will be merged withthe Company.

Subject to the terms and into EMC, and EMC will continue as a wholly owned subsidiaryconditions of Denali, which transaction is referred to as the merger. If the merger is completed, EMC shareholders will receive, in exchange foragreement, upon the completion of the Class V transaction, each share of EMC common stock owned immediately priorour Class V Common Stock will be converted into the right to receive, at the merger,election of the holder of such share, either (1) $24.051.3665 shares of our Class C Common Stock or (2) $109 in cash, without interest, and (2)subject to a numbercap of validly issued, fully paid and non-assessable shares of common stock of Denali designated as Class V Common Stock, par value $0.01 per share, equal to the quotient (rounded to the nearest five decimal points) obtained by dividing (A) 222,966,450 by (B)$9 billion on the aggregate numberamount of shares of EMC common stock issued and outstanding immediately prior to the effective time of the merger, plus cash in lieu of any fractional shares. The approximately 223 million sharesconsideration. If holders of Class V Common Stock issuableelect in the merger (assuming EMC shareholders either are not entitledaggregate to or do not properly exercise appraisal rights) are intendedreceive more than $9 billion in cash, the cash elections will be subject to track and reflect the economic performance of the Class V Group, which would initially have attributed to it approximately 65% of EMC’s current economic interestproration as described in the business of VMware, Inc., referredaccompanying proxy statement/prospectus. The Company expects to as VMware, which currently consists ofissue between approximately 343 million272,420,782 shares of VMware common stock. TheClass C Common Stock (assuming all holders of Class V Common Stock is intendedelect to trackreceive shares of Class C Common Stock) and 159,590,507 shares of Class C Common Stock (assuming the performanceholders of such economicClass V Common Stock elect in the aggregate to receive $9 billion or more in cash). The Class C Common Stock will be entitled to one vote per share with respect to matters to be voted upon by the stockholders of the Company and will represent an interest in the VMwareDell Technologies’ entire business following the completion of the merger, but there can be no assurance that the market price ofand, unlike the Class V Common Stock, will in fact, reflectnot track the performance of such economic interest. any distinct assets or business.

The shares of EMC common stock are listed on the New York Stock Exchange, referred to as the NYSE, under the trading symbol “EMC.” DenaliCompany will apply for listing of the Class VC Common Stock on the NYSENew York Stock Exchange under the symbol “DVMT.“[    ].” TheIf the listing is approved, the shares of Class VC Common Stock will begin trading following the completion of the merger.Class V transaction. If the Class V transaction is completed, there will no longer be any outstanding shares of Class V Common Stock, which is currently listed on the NYSE under the ticker symbol “DVMT.”

EMC will holdThe completion of the Class V transaction is contingent on, among other things, the holders of a special meetingmajority of its shareholders to vote on certain matters in connection with the proposed merger. Attendance atoutstanding shares of our Class V Common Stock (excluding shares held by affiliates of the special meeting will be limited as more fullyCompany) approving the adoption of the merger agreement and an amended and restated certificate of incorporation of the Company that is described in the accompanying proxy statement/prospectus.

EMC shareholders are cordially invited Our board of directors formed a Special Committee comprised entirely of independent and disinterested directors to attendevaluate the special meetingClass V transaction and other potential alternatives solely on behalf of, EMC shareholders. The special meeting will be held at [            ] (Eastern Time), on [                    ], 2016, at EMC’s facility at 176 South Street, Hopkinton, Massachusetts 01748. Atand solely in the special meeting, EMC shareholders will be asked to approveinterests of, the holders of Class V Common Stock. Following its evaluation of potential alternatives, the Special Committee unanimously determined that the merger agreement. In addition, EMC shareholders will be asked to approve, on a non-binding, advisory basis,agreement and the compensation payments that will or may be paid by EMC to its named executive officersClass V transaction are advisable and in connection with the merger and to approve the adjournmentbest interests of the special meeting, if necessary or appropriate,holders of the Class V Common Stock. The Special Committee unanimously recommends that all holders of the Class V Common Stock entitled to solicit additional proxies if there are not sufficient votes to approvevote thereon vote “FOR” the merger agreement.

We cannot complete the merger without the approvaladoption of the merger by EMC shareholders. It is important that your shares be representedagreement and voted regardless“FOR” the adoption of the sizeamended and restated certificate of your holdings. Whether or not you plan to attend the special meeting, we urge you to submit a proxy to have your shares voted in advanceincorporation of the special meeting by using oneCompany. Our board of directors also has unanimously determined that the merger agreement and the Class V transaction are advisable and in the best interests of the methods described in the accompanying proxy statement/prospectus.

Company and all of its stockholders. The EMC board of directors unanimously recommends that EMC shareholdersall stockholders vote “FOR” the approvaladoption of the merger agreement “FOR” the approval, on a non-binding, advisory basis, of the compensation payments that will or may be paid by EMC to its named executive officers in connection with the merger and “FOR” the approvaladoption of the adjournmentamended and restated certificate of incorporation of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the merger agreement.Company.

The accompanying proxy statement/prospectus provides important information regarding the special meeting and a detailed description of the Class V transaction, the merger agreement, the merger, a number of related transactions and agreements, and the matters to be presented at the special meeting.We urge you to read the accompanying proxy statement/prospectus, (andincluding the section “Risk Factors” which begins on page 54 and any documents incorporated by reference into the accompanying proxy statement/prospectus)prospectus, carefully and in its entirety. Please pay particular attention

Regardless of the number of shares of common stock you own, your vote is important. We cannot complete the Class V transaction without the approval of the adoption of the merger agreement and the amended and restated certificate of incorporation of the Company by our stockholders, including the holders of our Class V Common Stock. Whether or not you plan to “Risk Factors” beginning on page 43attend the special meeting, we urge you to submit a proxy as promptly as possible to authorize in advance of the special meeting the voting of your shares by using one of the methods described in the accompanying proxy statement/prospectus.prospectus and to complete your election form when you receive it and submit it so that your election form is received by our exchange agent by 5:30 p.m., New York City time, on [            ], 2018, which is the business day before the special meeting.If you fail to vote or abstain from voting on the adoption of the merger agreement or the amended and restated certificate of incorporation of the Company, the effect will be the same as a vote against theClass V transaction.

We hope to see you at the special meeting and look forward to the successful completion of the merger.Class V transaction.

Sincerely,

[/s/ Joseph M. Tucci]Michael S. Dell

Joseph M. Tucci

Chairman of the Board and Chief Executive Officer

EMC Corporation

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the transactions described in the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated [                ], 20162018 and is first being mailed to EMC shareholdersDell Technologies stockholders on or about [                ], 2016.2018.

ADDITIONAL INFORMATION

The accompanying proxy statement/prospectus incorporates important business, financial and other information about EMCthe Company from documents that are not included in or delivered with the accompanying proxy statement/prospectus. This informationWe will provide to each person, including any beneficial owner, to whom this proxy statement/prospectus is available to you without charge upon your written or oral request. You can obtaindelivered copies of any of the documents incorporated by reference into the accompanyingthis proxy statement/prospectus, (other than certain exhibitsexcluding any exhibit to those documents unless the exhibit is specifically incorporated by reference into those documents, at no cost, by written or schedules to these documents) by requesting them in writing, via email or by telephone from EMC or Denali at the following addresses and telephone numbers:oral request directed to:

Dell Technologies Inc.

In addition, ifOne Dell Way

Round Rock, Texas 78682

Attention: Investor Relations

Telephone: (512)728-7800

If you have questions about the mergerClass V transaction or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, please contact Innisfree M&A Incorporated, EMC’s proxy solicitor, toll-freeInvestor Relations at (512)(888) 750-5834728-7800 or collect at (212) 750-5833.investor_relations@dell.com. You will not be charged for any of these documents that you request.

If you would like to request documents, please do so by no later than [            ], 2018, which is five business days before the date of the special meeting of shareholders (which is [                    ], 2016) to receive them before the special meeting.stockholders.

See “Where You Can Find More Information” for additional information, onincluding how you can obtain copies ofview the incorporated documents or view them via the Internet.internet.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction, to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

EMC CORPORATIONNOTICE TO STOCKHOLDERS

176 South StreetDELL TECHNOLOGIES INC.

Hopkinton, Massachusetts 01748One Dell Way

Round Rock, Texas 78682

NOTICE OF SPECIAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

TO BE HELD ON [            ], 20162018

[                ], 20162018

To the ShareholdersStockholders of EMC Corporation:Dell Technologies Inc.:

A special meeting of shareholdersstockholders of EMC Corporation, a Massachusetts corporation, referred to as EMC,Dell Technologies will be held at[            ] (Eastern Time) Central Time, on[            ], on [                    ], 2016,2018, at EMC’s facility at 176 South Street, Hopkinton, Massachusetts 01748.the Dell Round Rock Campus, 501 Dell Way (Building 2), Round Rock, Texas 78682. At the special meeting, shareholdersstockholders will be asked to take the following actions:

EMCDell Technologies will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof. Please refer to the accompanying proxy statement/prospectus for further information with respect to the business to be transacted at the special meeting.

The EMCDell Technologies board of directors has fixed the close of business on[            ], 2016], 2018 as the record date for the special meeting. Only holders of record of EMCDell Technologies common stock as of the record date are entitled to notice of, and to vote at, the special meeting and any adjournment or postponement thereof.

Attendance at the special meeting will be limited to EMC shareholdersDell Technologies stockholders as of the record date and to guests of EMC,Dell Technologies, as more fully described under “Special Meeting of EMC Shareholders—Stockholders—Date, Timeand Location” beginning on page 153122 of the accompanying proxy statement/prospectus. If you are a shareholder and plan to attend, youMUST pre-register for the special meeting no later than [                    ], 2016, by visiting [www.emc.com/specialmeeting] and completing the registration form. ShareholdersStockholders who come to the special meeting, but have not registered electronically, also will also be required to present evidence of stock ownership as of[            ], 2016.], 2018. You can obtain this evidence from your broker, bank, trust companybrokerage firm or other nominee, or intermediary, referred to as a nominee or intermediary, typically in the form of your most recent monthly statement. All shareholdersstockholders who attend the meeting will be required to present valid government-issued picture identification, such as a driver’s license or passport, and will be subject to security screenings.

Adoption of the merger agreement requiresand the amended and restated Company certificate each require the affirmative vote, in person or by proxy, of (1) holders of record of a majority of the outstanding shares of EMCClass V Common Stock (excluding shares held by affiliates of Dell Technologies), voting as a separate class, (2) holders of record of a majority of the outstanding shares of Class A Common Stock, voting as a separate class, (3) holders of record of a majority of the outstanding shares of Class B Common Stock, voting as a separate class, and (4) holders of record of outstanding shares of Class V Common Stock, Class A Common Stock, Class B Common Stock and Class C Common Stock representing a majority of the voting power of the outstanding shares of all such series of common stock, entitled to votevoting together as of the record date for the special meeting. The approval,a single class. Approval, on anon-binding, advisory basis, of the transaction-related compensation payments that will or may be paid

by EMC to its named executive officers in connection withproposal and approval of the merger requiresadjournment proposal each require the affirmative vote of holders of record of a majority of the voting power of the outstanding shares of Class V Common Stock, Class A Common Stock, Class B Common Stock and Class C Common Stock present in person or by proxy of holders of a majority of the shares of EMC common stock represented at the special meeting and entitled to vote thereon.thereon, voting together as a single class.

Under Delaware law, if you are a holder of our Class A Common Stock, our Class B Common Stock or our Class C Common Stock and you do not vote in favor of the Massachusetts Business Corporation Act, referredproposal to asadopt the MBCA, EMC is required to state whether it has concluded that EMC shareholdersmerger agreement, you have not otherwise waived your statutory appraisal right and you comply with other requirements, you are are not or may be entitled to assertstatutory appraisal rights which are generally available to shareholders of a merging Massachusetts corporation under Section 13.02(a)(1) of the MBCA subject to certain exceptions. For the reasons described in the accompanying proxy statement/prospectus, EMC has concluded that EMC shareholders may be entitled to appraisal rights. The relevant provisions of the MBCA have not been the subject of judicial interpretation and EMC and Denali reserve the right to contest the validity and availability of any purported demand for appraisal rightsDelaware law in connection with the merger. In this regard, Denali has indicatedClass V transaction. If you comply with the requirements of Section 262 of the General Corporation Law of the State of Delaware, referred to herein as DGCL, you are entitled to have the “fair value” (as defined pursuant to Section 262 of the DGCL) of your shares of common stock determined by the Court of Chancery of the State of Delaware and to receive cash payment for those shares based on that valuation. The ultimate amount you would receive in anyan appraisal proceeding it will assert, and will cause EMCmay be more than, the same as its wholly owned subsidiary following completionor less than the value of the shares you would own after the merger to assert, that an exception toif you did not exercise your appraisal rights is applicable to the merger.rights. Any shareholderholder of Class A Common Stock, Class B Common Stock or Class C Common Stock seeking to assert appraisal rights should carefully review the procedures described in the accompanying proxy statement/prospectus. A copy of the applicable provisions of the MBCADGCL is attached asAnnex E to the accompanying proxy statement/prospectus.

The EMCSpecial Committee, comprised entirely of independent and disinterested directors, which was established to act solely on behalf of, and solely in the interests of, the holders of Class V Common Stock, unanimously recommends that all holders of the Class V Common Stock entitled to vote thereon vote “FOR” the adoption of the merger agreement and “FOR” the adoption of the amended and restated Company certificate. The board of directors unanimously recommends that EMC shareholdersall stockholders vote “FOR” the approvaladoption of the merger agreement, “FOR” the approval, on a non-binding, advisory basis,adoption of the amended and restated Company certificate, “FOR” the approval of the transaction-related compensation payments that will or may be paid by EMC to its named executive officers in connection with the mergerproposal and “FOR” the approval of the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the merger agreement.proposal.

Your vote is very important. Whether or not you expect to attend the special meeting in person, we urge you to (1) submit ayour proxy as promptly as possible by (1)(i) accessing the Internetinternet website specified on your proxy card, (2)(ii) calling the toll-free number specified on your proxy card or (3)(iii) marking, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the special meeting, and (2) complete your election form to elect shares of Class C Common Stock or cash when you receive it and submit it so that your election form is received by our exchange agent by 5:30 p.m., New York City time, on [                ], 2018, which is the business day before the special meeting. If your shares are held of record in the name of a nominee, or intermediary, please follow the instructions on the voting instruction cardform furnished by the record holder.nominee.

We urge you to read the accompanying proxy statement/prospectus, including all documents incorporated by reference into the accompanying proxy statement/prospectus, and its annexes carefully and in their entirety. In particular, see “Risk Factors” beginning on page 4354 of the accompanying proxy statement/prospectus. If you have any questions concerning the merger, the merger agreement, the non-binding, advisory vote on the compensation payments that will or may be paid by EMC to its named executive officers in connection withClass V transaction, the merger, the special meeting or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus or need help submitting a proxy to have your shares of EMCDell Technologies common stock voted, please contact EMC’s proxy solicitor:Innisfree M&A Incorporated:

Innisfree M&A Incorporated

501 Madison Avenue, 20th floor

New York, New York 10022

ShareholdersStockholders may call toll free: (888) 750-5834(877)717-3936

Stockholders outside of the United States and Canada may call: +1 (412)232-3651

Banks and Brokers may call collect: (212)750-5833

By Order of the Board of Directors,

[/s/ Paul T. Dacier]Richard J. Rothberg

Paul T. Dacier

Executive Vice President, General Counsel and

Assistant Secretary

TABLE OF CONTENTS

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iv

ANNEXES

v

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on FormS-4 filed by DenaliDell Technologies with the U.S. Securities and Exchange Commission, constitutes a prospectus of DenaliDell Technologies under Section 5 of the Securities Act of 1933 as amended, with respect to the shares of Class VC Common Stock to be issued to EMC shareholders as consideration in the merger.Class V transaction. This proxy statement/prospectus also constitutes a proxy statement for EMCthe solicitation of proxies by the board of directors of Dell Technologies under Section 14(a) of the Securities Exchange Act of 1934 as amended.in connection with the special meeting of Dell Technologies stockholders. In addition, it constitutes a notice of meeting with respect to the special meeting of EMC shareholders.meeting.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in or incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus is dated[                    ], 2016.], 2018. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such information. The mailing of this proxy statement/prospectus to EMC shareholdersDell Technologies stockholders will not create any implication to the contrary.

This proxy statement/prospectus shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation. Information contained in this proxy statement/prospectus regarding Denali has been provided by Denali and information contained in this proxy statement/prospectus regarding EMC has been provided by EMC.

Unless otherwise indicated or as the context otherwise requires, a reference in this proxy statement/prospectus to:

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ix

Basis of Presentation

The Company’s fiscal year is the52- or53-week period ending on the Friday nearest January 31. As used throughout this proxy statement/prospectus:

On October 29, 2013, the Company acquired Dell in the going-private transaction. For the purposes of the consolidated financial data included in or EMC,incorporated by reference into this proxy statement/prospectus, periods prior to October 29, 2013 reflect the financial position, results of operations and cash flows of Dell and its consolidated subsidiaries prior to the going-private transaction, referred to herein as the context requires.

As disclosed in the Company’s quarterly report on Form10-Q for the three months ended May 4, 2018, the Company adopted the new accounting standards for revenue recognition set forth in ASC 606, “Revenue From Contracts With Customers,” using the full retrospective method. On August 6, 2018, the Company filed a current report on Form8-K to present the Company’s audited consolidated financial statements for the fiscal years ended February 2, 2018 and February 3, 2017 on a basis consistent with the new revenue standard. In addition, the consolidated statements of cash flows for the fiscal years ended February 2, 2018 and February 3, 2017 have been recast in accordance with the new accounting standards as set forth in ASC 230, “Statement of Cash Flows—Classification of Certain Cash Receipts and Cash Payments” and “Statement of Cash Flows—Restricted Cash,” which the Company adopted during the three months ended May 4, 2018. Segment information for the fiscal years ended February 2, 2018 and February 3, 2017 have also been recast in accordance with certain segment reporting changes the Company made during the three months ended May 4, 2018. All historical consolidated financial data presented in or incorporated by reference into this proxy statement/prospectus preceding the fiscal year ended February 3, 2017 have not been recast for such accounting standards adopted, or segment reporting changes made, by the Company and are not comparable with subsequent periods.

In this proxy statement/prospectus, unless otherwise indicated, the number of shares of our common stock to be outstanding after the completion of the Class V transaction is based on 768,057,791 shares of our common stock outstanding as of July 20, 2018.

Numerical figures included in or incorporated by reference into this proxy statement/prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not represent arithmetic aggregations of the figures that precede them.

No separate financial information has been provided in this proxy statement/prospectus for Merger Sub because (1) Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement, (2) Merger Sub does not have any material assets and (3) promptly following the consummation of the merger, Merger Sub will be merged with and into Dell Technologies, with Dell Technologies continuing as the surviving corporation.

CONTENTSUse ofNon-GAAP Financial Measures

We believe that the financial statements and the other financial data included in or incorporated by reference into this proxy statement/prospectus have been prepared in a manner that complies, in all material respects, with GAAP and the regulations published by the SEC and are consistent with current practice, with the exception of certain financial measures we identify as“non-GAAP financial measures.”

EBITDA, Adjusted EBITDA, Levered Free Cash Flow, adjusted pro forma earnings (loss) per share attributable to Dell Technologies Inc.,non-GAAP product net revenue,non-GAAP services net revenue,non-GAAP net revenue,non-GAAP product gross margin,non-GAAP product gross margin percentage,non-GAAP services gross margin,non-GAAP services gross margin percentage,non-GAAP gross margin,non-GAAP gross margin percentage,non-GAAP operating expenses,non-GAAP operating income,non-GAAP net income andnon-GAAP net income from continuing operations, as presented in this proxy statement/prospectus or in the documents incorporated by reference into this proxy statement/prospectus, are supplemental measures of the performance of Dell Technologies that are not required by, and are not presented in accordance with, GAAP. We believe that suchnon-GAAP financial measures may be useful in evaluating our operating results by facilitating an enhanced understanding of our operating performance and enabling stakeholders to make more meaningful period to period comparisons. Thesenon-GAAP financial measures, as used herein, are not necessarily comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculatenon-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes. The items excluded from suchnon-GAAP financial measures are significant in assessing our operating results and liquidity.

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Thesenon-GAAP financial measures have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

Because of these limitations, thesenon-GAAP financial measures should not be considered as measures of discretionary cash available to invest in business growth or to reduce indebtedness.

For more information, see the Company’s consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s current report on Form8-K filed with the SEC on August 6, 2018 and the Company’s quarterly report on Form10-Q for the three months ended May 4, 2018 filed with the SEC, in each case incorporated by reference herein.

For a reconciliation of EBITDA, Adjusted EBITDA, Levered Free Cash Flow, adjusted pro forma earnings (loss) per share attributable to Dell Technologies Inc.,non-GAAP net revenue,non-GAAP gross margin,non-GAAP operating expenses,non-GAAP operating income andnon-GAAP net income from continuing operations to their respective most directly comparable GAAP measure, see “Summary—Summary Historical and Pro Forma Financial and Other Data” in this proxy statement/prospectus. For a reconciliation of the othernon-GAAP financial measures presented in documents incorporated by reference into this proxy statement/prospectus to the most directly comparable GAAP financial measure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” included in the Company’s current report on Form8-K filed with the SEC on August 6, 2018 and the Company’s quarterly report on Form10-Q for the three months ended May 4, 2018 filed with the SEC, in each case incorporated by reference herein.

Industry and Market Data

This proxy statement/prospectus includes information with respect to market share and other industry-related and statistical information, which are based on information from independent industry organizations and other third-party sources, including IDC Research, Inc., referred to herein as IDC. We also have derived some industry and market information from our internal analysis based upon data available from such independent and third-party sources and our internal research. We believe such information to be accurate as of the date of this proxy statement/prospectus. However, this information is subject to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. In addition, our internal research is based upon our understanding of industry conditions, and such information has not been verified by any independent sources. Such information also involves risks and uncertainties and is subject to change based on various factors, including those discussed under“Cautionary Note Regarding Forward-Looking Statements.”

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In this proxy statement/prospectus, references to “share” and “industry share,” unless otherwise indicated, are based on revenue, except with respect to PC units, which is based on number of units sold.

Trademarks and Other Intellectual Property Rights

We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business. Certain trademarks and/or trade names are subject to registrations or applications to register with the United States Patent and Trademark Office or the equivalent in certain foreign jurisdictions, while others are not subject to registration but protected by common law rights. These registered and unregistered marks include our corporate names, logos and website names used herein. Each trademark, trade name or service mark by any other company appearing in this proxy statement/prospectus belongs to its owner. Solely for convenience, trademarks, service marks and trade names referred to in this proxy statement/prospectus may appear without the^®,^TM or^SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensors to these trademarks, service marks or trade names. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, those other parties.

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QUESTIONS AND ANSWERS REGARDING THE CLASS V TRANSACTION AND THE SPECIAL MEETING

The following questions and answers are intended to address briefly some commonly asked questions regarding the proposed Class V transaction, the merger and matters to be addressed at the special meeting.The questions and answers below are preceded by a brief summarymeeting of some of the material terms of the merger transaction and the Class V Common Stock that will be issued to EMC shareholders if the merger is completed.stockholders described in this proxy statement/prospectus. These questions and answers may not address all of the questions that may be important to EMC shareholders. To better understand these matters, and foryou as a descriptionstockholder of the legal terms governingCompany. Please refer to the merger, you should carefully readmore detailed information contained elsewhere in this entire proxy statement/prospectus, including the attached annexes as well asto this proxy statement/prospectus and the documents that have beenreferred to or incorporated by reference into this proxy statement/prospectus. See “Where“Where You Can Find More Information”Information” for information on how you can obtain copies of the incorporated documents or view them via the Internet.internet.

SummaryQuestions and Answers Regarding the Class V Transaction

Class V stockholders that fail to make an election will be deemed to have elected to receive shares of Class C Common Stock. Immediately prior to the completion of the Class V transaction, subject to approval and the satisfaction of other conditions of the Class V transaction, as well as certain other conditions described elsewhere in this proxy statement/prospectus, VMware will pay a special cash dividend to its stockholders of $11 billion in the aggregate. Approximately $8.95 billion of the VMware cash dividend will be received by Dell Technologies and used to fund all or substantially all of the cash consideration paid to holders of the Class V Common Stock.

For us to complete the Class V transaction, our stockholders, including our Class V stockholders (other than affiliates of the Company), must vote at the special meeting to adopt the merger agreement under which the Class V transaction will be effected and the amended and restated Company certificate (which is part of the

merger agreement). Our board of directors formed a Special Committee comprised entirely of independent and disinterested directors to evaluate the Class V transaction and other potential alternatives solely on behalf of, and solely in the interests of, the holders of Class V Common Stock (other than affiliates of the Company). Following its evaluation of potential alternatives, the Special Committee unanimously determined that the merger agreement and the Class V transaction are advisable and in the best interests of the holders of the Class V Common Stock. The Special Committee unanimously recommends that all holders of the Class V Common Stock entitled to vote thereon vote “FOR

The NYSE has proposed new listing standards for a tracking stock,

For example, any alterationif holders of assets and liabilities attributed to the Class V Group that results in the Class V Common Stock ceasing to track the performance of VMware Class A common stock could resultelect in the delistingaggregate to receive $10 billion in cash, the proration factor would be 0.9 ($9 billion divided by $10 billion). A holder submitting a cash election for 1,000 shares of the Class V Common Stock. See “Risk Factors—Risk Factors Relating to Denali’s Proposed Tracking Stock Structure—The NYSE has published new listing standards for a tracking stock of the type such as the Class V Common Stock, which tracks the performance of an investment by the issuer in the common equity of another company listed on the NYSE, such as VMware” and “—The new listing standards proposed by the NYSE include certain requirements to maintain the listing of an Equity Investment Tracking Stock. If the Class V Common Stock were delisted because of the failure to meet any of such requirements, the liquidity and value of the Class V Common Stock would be materially adversely affected”entitled to receive (1) cash in exchange for 900 of such shares (1,000 shares multiplied by the proration factor of 0.9) at $109 per share, or a total of $98,100, and “Proposal 1: Approval(2) shares of Class C Common Stock for the Merger Agreement—Listing of Sharesremaining 100 shares of Class V Common Stock and Delisting and Deregistrationat the exchange rate of EMC1.3665, or a total of 136 shares of Class C Common Stock.”

In addition, tracking stocks have often historically traded at a discount to the estimated value and cash for 0.65 fractional shares of the underlying business they are intended to track. Accordingly, although the Class VC Common Stock is

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intended to track the performance of a portion of Denali’s economic interest in the VMware business following the completion of the merger, there can be no assurance that the market price of the Class V Common Stock will, in fact, reflect the performance of such interest. Tracking stocks are relatively uncommon financing structures, and we are not aware of any current or historical examples of a tracking stock that is intended to track solely an interest in another publicly-traded company (other than the proposed Class V Common Stock).Stock.

Each holder of record of shares of Class V Common Stock may specify the number of shares of Class V Common Stock owned by such holder with respect to which such holder desires to make a share election and the number of shares of Class V Common Stock owned by such holder with respect to which such holder desires to make a cash election. If you fail to make an election, you will receive solely shares of Class C Common Stock (other than cash received in lieu of a fractional share of Class C Common Stock). You must return your properly completed and signed election form accompanied by stock certificates for your shares of Class V Common Stock, if any, and any additional documents specified in the election form by the election deadline. You are encouraged to return your election form as promptly as practicable. If you hold your shares of Class V Common Stock through a bank, brokerage firm or other nominee, you should follow the instructions provided by such bank, brokerage firm or other nominee to ensure that your election instructions are timely returned. See“The Merger Agreement—Transaction Consideration and Elections—Election Procedures.”

However, under Delaware law, if you are a holder of Class A Common Stock, Class B Common Stock or Class C Common Stock who does not vote in favor of the proposal to adopt the merger agreement, who has not otherwise waived statutory appraisal rights and who complies with other requirements, you are entitled to statutory appraisal rights in connection with the Class V transaction. To exercise your appraisal rights, you must strictly comply with the requirements of the DGCL. See“Proposal 1—Adoption of the Merger Agreement—Rights of Appraisal of Holders of Class A Common Stock, Class B Common Stock and Class C Common Stock” beginning on page 217 and the text of the Delaware appraisal rights statute, Section 262 of the DGCL, which is reproduced in its entirety as Annex E to this proxy statement/prospectus. Each of the MSD Partners stockholders, the MD stockholders and the SLP stockholders have agreed to waive any appraisal rights that may be available under Delaware law with respect to the merger. See “The Merger Agreement—Voting and Support Agreement.”

If the Class V transaction is not completed, the dividend will not be paid.