Denali is a privately held company. Its securities are not listed on an exchange or quoted on any automated quotation service, and there is no established trading market for its securities.
As of May 15, 2016, there were 306,528,252 shares of Series A Common Stock outstanding and 40 record holders of Series A Common Stock, 98,181,818 shares of Series B Common Stock outstanding and five record holders of Series B Common Stock, and 322,397 shares of Series C Common Stock outstanding and 20 record holders of Series C Common Stock. Under the Denali certificate that Denali will adopt in connection with the merger, Denali’s authorized capital stock will consist of 2,143,025,308 shares of common stock, par value $0.01 per share, and 1,000,000 shares of preferred stock, par value $0.01 per share. There will be five series of authorized common 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 and 343,025,308 shares of Class V Common Stock.
Denali has never declared or paid any cash dividends on its capital stock and presently does not intend to pay cash dividends on the Class A, Class B, Class C or Class D common stock after the merger. See “Description of Denali Tracking Stock Policy—Dividend Policy” for information about payment of dividends on the Class V Common Stock.
Because there is no established trading market for the Class V Common Stock, price information for the shares of Class V Common Stock is not available as of the date of this proxy statement/prospectus or as of the date immediately prior to the public announcement of the merger.
See “Security Ownership of Certain Beneficial Owners and Management” for information about beneficial ownership of Denali’s outstanding equity securities by its directors, officers and greater than 5% beneficial owners, both prior to the merger and after giving effect to the merger.
Equity Compensation Plan Information
The following table provides information about stock-based awards outstanding and shares of common stock available for future awards under all of Denali’s equity compensation plans as of January 29, 2016. See “Executive Compensation” for information about compensation arrangements expected to be adopted by the combined company in connection with the merger.
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) (1) |
Weighted-average exercise price of outstanding options, warrants and rights (b) (2) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) (3) |
|||||||||
| (In thousands, except per share data) | ||||||||||||
| Equity compensation plans approved by security holders |
54,352,119 | (1) | $ | 14.27 | 16,994,887 | (2) | ||||||
| Equity compensation plans not approved by security holders |
— | — | — | |||||||||
| Total |
54,352,119 | (1) | $ | 14.27 | 16,994,887 | (2) | ||||||
| (1) | Represents shares of Series C Common Stock issuable upon the exercise of options granted by Denali under the Denali Holding Inc. 2013 Stock Incentive Plan, as well as options granted by Dell Inc. prior to the going-private transaction that were assumed by Denali upon the closing of the going-private transaction. |
| (2) | Represents shares that remain available for issuance under the Denali Holding Inc. 2013 Stock Incentive Plan. |
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