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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to Rule 13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to Rule 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
DELL INC.
Common Stock, par value $0.01 per
share
24702R101
December 31, 2003
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
o Rule 13d-1 (c)
x Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however, see the notes).
| 13G | ||||||
| CUSIP No. | ||||||
| 1. | Name of Reporting Person: Michael S. Dell |
I.R.S. Identification Nos. of above
persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | o | |||||
| (b) | o | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of
Organization: United States of America |
|||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting
Power: 241,997,313(a) | |||||
| 6. | Shared Voting Power: 4,800,000(b) | |||||
| 7. | Sole Dispositive Power: 241,962,313(a) | |||||
| 8. | Shared Dispositive Power: 4,800,000(b) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
246,797,313(a)(b) |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: x 33,249,112(c) |
|||||
| 11. | Percent of Class Represented by Amount in Row
(9): 9.6% | |||||
| 12. | Type of Reporting Person: IN | |||||
| (a) | Includes 4,009,786 shares subject to options that were exercisable at or within 60 days of December 31, 2003. | |
| (b) | Includes 4,800,000 shares subject to options that were exercisable at or within 60 days of December 31, 2003 that are being held in trusts of which the reporting person is the trustee for the benefit of his children. | |
| (c) | Includes 28,449,112 shares held in a separate property trust for the reporting person’s spouse and 4,800,000 shares subject to options that were exercisable at or with 60 days of December 31, 2003 that are being held in trusts of which the reporting person’s spouse is the trustee for the benefit of their children. |
| Item 1. | ||||||
| (a) | Name of Issuer: | |||||
| Dell Inc. | ||||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||||
| One Dell Way | ||||||
| Round Rock, Texas 78682 | ||||||
| Item 2. | ||||||
| (a)-(c) | Name, Address and Citizenship of Person Filing: | |||||
| Michael S. Dell | ||||||
| One Dell Way | ||||||
| Round Rock, Texas 78682 | ||||||
| United States of America | ||||||
| (d) | Title of Class of Securities: | |||||
| Common Stock, par value $0.01 per share | ||||||
| (e) | CUSIP Number: | |||||
| 24702R101 | ||||||
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: | |||||
| (a) | o | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | ||||
| (b) | o | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | ||||
| (c) | o | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | ||||
| (d) | o | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||||
| (e) | o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||||
| (f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||||
| (g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||||
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
| (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||
| (j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). | ||||
| Item 4. | Ownership | |||||
| The information in items 1 through 11 on the cover page (page 2) on Schedule 13G is hereby incorporated by reference. | ||||||
| Item 5. | Ownership of Five Percent or Less of a Class. | |
| Not applicable. | ||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |
| Not applicable. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. | |
| Not applicable. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
| Not applicable. | ||
| Item 9. | Notice of Dissolution of Group. | |
| Not applicable. | ||
| Item 10. | Certifications. | |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 17, 2004 | ||
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| Date | ||
| /s/ Michael S. Dell | ||
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| Signature | ||
| Michael S. Dell | ||
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| Name and Title |