Security Ownership of Certain Beneficial Owners and Management

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The tables below show information regarding the beneficial ownership of each class of Denali’s common stock. The first table shows beneficial ownership of common stock currently outstanding as of May 15, 2016. The second table shows beneficial ownership of common stock as adjusted to give effect to the merger and the other transactions contemplated by the merger agreement, including the amendment and restatement of Denali’s certificate of incorporation. Each table shows beneficial ownership for:

•

each person known by Denali to beneficially own more than 5% of the shares of any series of Denali’s common stock currently outstanding;

•

each Denali named executive officer identified under “Executive Compensation”;

•

each member of Denali’s board of directors; and

•

all of Denali’s directors and executive officers as a group.

The Denali certificate of incorporation in effect as of May 15, 2016 authorizes a total of 700,000,100 shares of capital stock, consisting of 350,000,000 shares of Series A Common Stock, 150,000,000 shares of Series B Common Stock, 200,000,000 shares of Series C Common Stock and 100 shares of preferred stock. After the merger, the Denali certificate will authorize 2,144,025,308 shares of capital stock, consisting of 600,000,000 shares of Class A Common Stock, 200,000,000 shares of Class B Common Stock, 900,000,000 shares of Class C Common Stock, 100,000,000 shares of Class D Common Stock, 343,025,308 shares of Class V Common Stock and 1,000,000 shares of preferred stock. For more information about the terms of each series of Denali capital stock that will be authorized under the Denali certificate, see “Description of Denali Capital Stock Following the Merger.”

The calculation of beneficial ownership is made in accordance with SEC rules. According to such rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. Under these rules, beneficial ownership as of any date includes any shares as to which a person has the right to acquire voting or dispositive power as of such date or within 60 days thereafter through the vesting of restricted stock units held by that person or the exercise of any stock option or other right. More than one person may be deemed to be a beneficial owner of the same securities. Except as otherwise indicated below and under applicable community property laws, Denali believes that the beneficial owners of the common stock listed below, based on information furnished by such beneficial owners, have sole voting and investment power with respect to the shares shown.

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Beneficial ownership as of May 15, 2016

Name of Beneficial Owner		Series A Common Stock								Series B Common Stock								Series C Common Stock								Percentage Ownership of All Outstanding Denali Common Stock
		Number				Percent (1)				Number				Percent (1)				Number				Percent (1)
Executive Officers and Directors:
Michael S. Dell (2)			264,882,776				85	%			—				—				19,408				6	%			65	%
Jeffrey W. Clarke (3)			—				—				—				—				685,554				68	%			*
Marius Haas (4)			—				—				—				—				685,554				68	%			*
Rory Read (5)			—				—				—				—				46,520				13	%			*
Thomas W. Sweet (6)			14,653				*				—				—				436,362				62	%			*
Egon Durban (9)			—				—				—				—				—				—				—
Simon Patterson (9)			—				—				—				—				—				—				—
All directors and executive officers as a group (12 persons) (7)			265,195,655				85	%			—				—				4,152,412				96	%			65	%
Other Stockholders:
SLD Trust			24,551,291				8	%			—				—				—				—				6	%
MSD Partners Funds (8)			18,181,818				6	%			—				—				—				—				4	%
SLP stockholders (9)			—				—				98,181,818				100	%			—				—				24	%

(1)

Represents the percentage of Series A Common Stock, Series B Common Stock or Series C Common Stock beneficially owned by each stockholder included in the table based on 306,528,252 shares of Series A Common Stock outstanding, 98,181,818 shares of Series B Common Stock outstanding and 322,397 shares of Series C Common Stock outstanding, in each case as of May 15, 2016.

(2)

The shares of Series A Common Stock shown as beneficially owned by Mr. Dell include 4,363,636 shares of Series A Common Stock that Mr. Dell either can acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of options vesting within 60 days of May 15, 2016. Such shares do not include 24,551,291 shares of Series A Common Stock owned by the Susan Lieberman Dell Separate Property Trust, referred to as the SLD Trust, a separate property trust for the benefit of Mr. Dell’s wife. Mr. Dell may be deemed to beneficially own the shares held by the SLD Trust.

(3)	The shares of Series C Common Stock shown as beneficially owned by Mr. Clarke include 685,554 shares of Series C Common Stock that Mr. Clarke either can acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of options vesting within 60 days of May 15, 2016.

(4)	The shares of Series C Common Stock shown as beneficially owned by Mr. Haas include 685,554 shares of Series C Common Stock that Mr. Haas either can acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of options vesting within 60 days of May 15, 2016.

(5)	The shares of Series C Common Stock shown as beneficially owned by Mr. Read include 46,520 shares of Series C Common Stock that Mr. Read either can acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of options vesting within 60 days of May 15, 2016.

(6)	The shares of Series C Common Stock shown as beneficially owned by Mr. Sweet include 376,362 shares of Series C Common Stock that Mr. Sweet either can acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of options vesting within 60 days of May 15, 2016.

(7)

The shares shown as beneficially owned by the directors and officers as a group include 4,363,636 shares of Series A Common Stock and 4,033,004 shares of Series C Common Stock that members of the group either can acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of options vesting within 60 days of May 15, 2016.

(8)

The shares of Series A Common Stock shown as beneficially owned by the MSD Partners Funds consist of 17,044,000 shares of Series A Common Stock owned of record by MSDC Denali Investors, L.P. and 1,137,818 shares of Series A Common Stock owned of record by MSDC Denali EIV, LLC, referred to together with MSDC Denali Investors, L.P. as the MSD Partners Funds.

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MSD Partners, L.P. is the investment manager of, and may be deemed to have or share voting and dispositive power over, and/or beneficially own securities owned by, MSDC Denali Investors, L.P. The address of MSD Partners, L.P. is 645 Fifth Avenue, 21st Floor, New York, New York 10022. MSD Partners (GP), LLC is the general partner of, and may be deemed to have or share voting and dispositive power over, and/or beneficially own securities owned by, MSD Partners, L.P. Each of Glenn R. Fuhrman and Marc R. Lisker is a manager of MSD Partners (GP), LLC and may be deemed to have or share voting and/or dispositive power over, and beneficially own, securities beneficially owned by MSD Partners (GP), LLC.

MSDC Denali (GP), LLC is the manager of, and may be deemed to have or share voting and dispositive power over, and/or beneficially own securities owned by, MSDC Denali EIV, LLC. MSD Partners (GP), LLC is the manager of, and may be deemed to have or share voting and dispositive power over, and/or beneficially own securities owned by, MSDC Denali (GP), LLC. Each of Glenn R. Fuhrman and Marc R. Lisker is a manager of MSD Partners (GP), LLC and may be deemed to have or share voting and/or dispositive power over, and beneficially own, securities beneficially owned by MSD Partners (GP), LLC.

(9)

The shares of Series B Common Stock shown as beneficially owned by the SLP stockholders consist of 42,424,800 shares of Series B Common Stock owned of record by Silver Lake Partners III, L.P., 1,211,564 shares of Series B Common Stock owned of record by Silver Lake Technology Investors III, L.P., 28,669,091 shares of Series B Common Stock owned of record by Silver Lake Partners IV, L.P., 421,818 shares of Series B Common Stock owned of record by Silver Lake Technology Investors IV, L.P. and 25,454,545 shares of Series B Common Stock owned of record by SLP Denali Co-Invest, L.P. The general partner of each of Silver Lake Partners III, L.P. and Silver Lake Technology Investors III, L.P. is Silver Lake Technology Associates III, L.P., and the general partner of Silver Lake Technology Associates III, L.P. is SLTA III (GP), L.L.C, referred to as SLTA III. The general partner of SLP Denali Co-Invest, L.P. is SLP Denali Co-Invest GP, L.L.C., and the managing member of SLP Denali Co-Invest GP, L.L.C. is Silver Lake Technology Associates III, L.P. The Investment Committee of SLTA III has sole voting and dispositive control over such securities. Michael Bingle, James Davidson, Egon Durban, Kenneth Hao, Christian Lucas, Gregory Mondre and Joseph Osnoss are the members of the Investment Committee of SLTA III. The general partner of each of Silver Lake Partners IV, L.P. and Silver Lake Technology Investors IV, L.P. is Silver Lake Technology Associates IV, L.P., and the general partner of Silver Lake Technology Associates IV, L.P. is SLTA IV (GP), L.L.C, referred to as SLTA IV. The Investment Committee of SLTA IV has sole voting and dispositive control over such securities. Michael Bingle, James Davidson, Egon Durban, Kenneth Hao, Gregory Mondre and Joseph Osnoss are the members of the Investment Committee of SLTA IV. The managing member of SLTA III and SLTA IV is Silver Lake Group, L.L.C. As such, Silver Lake Group, L.L.C. may be deemed to have beneficial ownership of the securities held by the SLP stockholders. The address for each of the SLP stockholders and entities named above is 2775 Sand Hill Road, Suite 100, Menlo Park, California 94025.

Beneficial ownership as of May 15, 2016, as adjusted to give effect to the merger and the other transactions contemplated by the merger agreement, including:

•

the issuance of Class V Common Stock to EMC shareholders in the merger; and

•

the issuance of Class A Common Stock, Class B Common Stock or Class C Common Stock to the MD stockholders, the SLP stockholders and Temasek pursuant to their respective common stock purchase agreements with Denali.

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Name of Beneficial Owner		Class A Common Stock								Class B Common Stock								Class C Common Stock								Class D Common Stock								Class V Common Stock								Percentage Ownership of All Outstanding Denali Common Stock
		Number				Percent (1)				Number				Percent (1)				Number				Percent (1)				Number				Percent (1)				Number				Percent (1)
Executive Officers and Directors:
Michael S. Dell (2)			353,381,160				85	%			—				—				19,408				*				—				—				—				—				45	%
Jeffrey W. Clarke (3)			—				—				—				—				685,554				4	%			—				—				—				—				*
Marius Haas (4)			—				—				—				—				685,554				4	%			—				—				—				—				*
Rory Read (5)			—				—				—				—				46,520				*				—				—				—				—				*
Thomas W. Sweet (6)			14,653				*				—				—				436,362				2	%			—				—				—				—				*
Egon Durban (9)			—				—				—				—				—				—				—				—				—				—				—
Simon Patterson (9)			—				—				—				—				—				—				—				—				—				—				—
All directors and executive officers as a group (12 persons) (7)			353,694,049				85	%			—				—				4,152,412				18	%			—				—				—				—				45	%
Other Stockholders:
SLD Trust			32,890,746				8	%			—				—				—				—				—				—				—				—				4	%
MSD Partners Funds (8)			24,357,724				6	%			—				—				—				—				—				—				—				—				3	%
SLP stockholders (9)			—				—				131,531,710				100	%			—				—				—				—				—				—				17	%
Temasek (10)(11)			—				—				—				—				18,181,818				98	%			—				—				1,569,662				*				2	%

*	Less than 1%.

(1)

Represents the percentage of Class A Common Stock, Class B Common Stock, Class C Common Stock, Class D Common Stock or Class V Common Stock beneficially owned by each stockholder included in the table based on 409,541,997 shares of Class A Common Stock, 131,531,710 shares of Class B Common Stock, 18,504,215 shares of Class C Common Stock, 0 shares of Class D Common Stock and 222,966,450 shares of Class V Common Stock expected to be outstanding upon the completion of the merger on the basis set forth above.

(2)

The shares of Class A common stock shown as beneficially owned by Mr. Dell include 4,363,636 shares of Class A Common Stock that Mr. Dell either can acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of options vesting within 60 days of May 15, 2016. Such shares do not include 32,890,746 shares of Series A common stock owned by the SLD Trust. Mr. Dell may be deemed to beneficially own the shares held by the SLD Trust.

(3)	The shares of Class C Common Stock shown as beneficially owned by Mr. Clarke include 685,554 shares of Class C Common Stock that Mr. Clarke either can acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of options vesting within 60 days of May 15, 2016.

(4)	The shares of Class C Common Stock shown as beneficially owned by Mr. Haas include 685,554 shares of Class C Common Stock that Mr. Haas either can acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of options vesting within 60 days of May 15, 2016.

(5)	The shares of Class C Common Stock shown as beneficially owned by Mr. Read include 46,520 shares of Class C Common Stock that Mr. Read either can acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of options vesting within 60 days of May 15, 2016.

(6)	The shares of Class C Common Stock shown as beneficially owned by Mr. Sweet include 376,362 shares of Class C Common Stock that Mr. Sweet either can acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of options vesting within 60 days of May 15, 2016.

(7)

The shares shown as beneficially owned by the directors and officers as a group include 4,363,636 shares of Class A Common Stock and 4,033,004 shares of Class C Common Stock that members of the group either can acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of options vesting within 60 days of May 15, 2016.

(8)	The shares of Class A Common Stock shown as beneficially owned by the MSD Partners Funds consist of 22,833,418 shares of Class A Common Stock owned of record by MSDC Denali Investors, L.P. and 1,524,306 shares of Class A Common Stock owned of record by MSDC Denali EIV, LLC.

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(9)

The shares of Class B Common Stock shown as beneficially owned by the SLP stockholders consist of 61,879,159 shares of Class B Common Stock owned of record by Silver Lake Partners III, L.P., 1,767,139 shares of Class B Common Stock owned of record by Silver Lake Technology Investors III, L.P., 41,815,618 shares of Class B Common Stock owned of record by Silver Lake Partners IV, L.P., 615,248 shares of Class B Common Stock owned of record by Silver Lake Technology Investors IV, L.P. and 25,454,545 shares of Class B Common Stock owned of record by SLP Denali Co-Invest, L.P. The general partner of each of Silver Lake Partners III, L.P. and Silver Lake Technology Investors III, L.P. is Silver Lake Technology Associates III, L.P., and the general partner of Silver Lake Technology Associates III, L.P. is SLTA III. The general partner of SLP Denali Co-Invest, L.P. is SLP Denali Co-Invest GP, L.L.C., and the managing member of SLP Denali Co-Invest GP, L.L.C. is Silver Lake Technology Associates III, L.P. The Investment Committee of SLTA III has sole voting and dispositive control over such securities. Michael Bingle, James Davidson, Egon Durban, Kenneth Hao, Christian Lucas, Gregory Mondre and Joseph Osnoss are the members of the Investment Committee of SLTA III. The general partner of each of Silver Lake Partners IV, L.P. and Silver Lake Technology Investors IV, L.P. is Silver Lake Technology Associates IV, L.P., and the general partner of Silver Lake Technology Associates IV, L.P. is SLTA IV. The Investment Committee of SLTA IV has sole voting and dispositive control over such securities. Michael Bingle, James Davidson, Egon Durban, Kenneth Hao, Gregory Mondre and Joseph Osnoss are the members of the Investment Committee of SLTA IV. The managing member of SLTA III and SLTA IV is Silver Lake Group, L.L.C. As such, Silver Lake Group, L.L.C. may be deemed to have beneficial ownership of the securities held by the SLP stockholders. The address for each of the SLP stockholders and entities named above is 2775 Sand Hill Road, Suite 100, Menlo Park, California 94025.

(10)	All 18,181,818 shares of Class C Common Stock are owned of record by Venezio Investments Pte. Ltd., an affiliate of Temasek Holdings (Private) Limited. The address of Venezio Investments Pte. Ltd. is 60B Orchard Road, #06-18 Tower 2, Singapore.

(11)

All 1,569,662 shares of Class V Common Stock are owned of record by Northbrooks Investments (Mauritius) Pte. Ltd., an affiliate of Temasek Holdings (Private) Limited. The foregoing is based on the exchange of 14,141,103 shares of EMC common stock held as of May 15, 2016 by Northbrooks Investments (Mauritius) Pte. Ltd. for shares of Class V Common Stock at an exchange ratio of 0.111 shares of Class V Common Stock per share of EMC common stock. The address of Northbrooks Investments (Mauritius) Pte. Ltd. is 60B Orchard Road, #06-18 Tower 2, Singapore.

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