Edgar Filing: DELL INC - Form SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Amendment No. 4

Dell Inc.

________________________________________________________

(Name of Issuer)

Common Stock

_______________________________________________________

(Title of Class and Securities)

24702R101

_______________________________________________________

(CUSIP Number of Class of Securities)

O. Mason Hawkins

Chairman of the Board and C.E.O.

Southeastern Asset Management, Inc.

6410 Poplar Avenue, Suite 900

Memphis, TN 38119

(901) 761-2474

___________________________________________________________

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

May 9, 2013

___________________________________________

(Date of Event which Requires

Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box: o

SCHEDULE 13D

CUSIP No. 24702R101


1	NAME OF REPORTING PERSONS Southeastern Asset Management, Inc. I.D. No. 62-0951781
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) 00: Funds of investment advisory clients
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (Discretionary Accounts) 73,291,220 shares
		8	SHARED OR NO VOTING POWER 55,878,000 shares (Shared) 16,980,438 shares (No Vote)
		9	SOLE DISPOSITIVE POWER (Discretionary Accounts) 90,271,658 shares
		10	SHARED DISPOSITIVE POWER 55,878,000 shares (Shared) 0 shares (None)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 146,149,658* shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES			x See Item 5(a)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.2%
14	TYPE OF REPORTING PERSON IA

* This amount includes 25,000,000 in Securities underlying shares in options, but excludes 6,476,800 European style options that are only exercisable on the expiration date of the options and will not be exercisable within the next 60 days. This amount also excludes 80,468,322 in Securities beneficially owned by the Icahn Parties. See Item 5.

SCHEDULE 13D

CUSIP No. 24702R101


1	NAME OF REPORTING PERSONS O. Mason Hawkins I.D. No. XXX-XX-XXXX
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) 00: None
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (Discretionary Accounts) None
		8	SHARED OR NO VOTING POWER None
		9	SOLE DISPOSITIVE POWER None
		10	SHARED DISPOSITIVE POWER None 0 shares (None)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (See Item 3)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0%
14	TYPE OF REPORTING PERSON IN

This Amendment No. 4 amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission on February 8, 2013, as amended by Amendment No. 1 filed on February 12, 2013, Amendment No. 2 filed on March 5, 2013 and Amendment No. 3 filed on March 14, 2013 (the “Schedule 13D”), which relates to the common stock, par value $0.01 (the “Securities”) of Dell Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined have the meaning assigned to such terms in the Schedule 13D. All items or responses not described herein remain as previously reported in the Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The respective investment advisory clients of Southeastern used approximately $2,259,269,383.00 in the aggregate to purchase the Securities reported in this filing. All assets used to purchase Securities were assets of these respective clients and none were assets of Southeastern. In addition, none of the proceeds used to purchase the Securities were provided through borrowings of any nature.

Item 4.

Purpose of Transaction

Item 4 is hereby amended and supplemented by adding the following immediately after the seventh paragraph thereof:

On May 9, 2013, Icahn Enterprises L.P. and Southeastern delivered a letter to the Issuer (the “May 9 Letter”). A copy of the May 9 Letter is incorporated by reference and attached hereto as Schedule VIII.

Item 5.

Interest In Securities Of The Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) The aggregate number and percentage of Securities reported to be beneficially owned by Southeastern is 146,149,658 shares of the common stock of the Issuer, constituting approximately 8.2% of the 1,781,176,938 shares outstanding. This amount includes 25,000,000 in Securities underlying shares in options, but excludes 6,476,800 European style options that are only exercisable on the expiration date of the options and will not be exercisable within the next 60 days. The calculation of the foregoing percentage is based on the number of shares disclosed as outstanding as of March 25, 2013 by the Issuer in its Schedule 13E-3, filed with the Securities and Exchange Commission on May 2, 2013.

	Common Shares Held			% of outstanding Common Shares
Voting Authority

Sole:		73,291,220			4.1	%
Shared:		55,878,000	*		3.1	%
None:		16,980,438			1.0	%

Total		146,149,658	**		8.2	%

*Consists of shares owned by Longleaf Partners Fund. This amount includes 25,000,000 in Securities underlying shares in options, but excludes 6,476,800 European style options that are only exercisable on the expiration date of the options and will not be exercisable within the next 60 days.

**Does not include 705,000 shares held by one non-discretionary account over which the filing parties have neither voting nor dispositive authority. Beneficial ownership is expressly disclaimed with respect to these shares.

Dispositive Authority

Sole:	90,271,658		5.1	%
Shared:	55,878,000	*	3.1	%
None:	0		0.0	%

Total	146,149,658	**	8.2	%

Southeastern has agreed to act in concert with High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp. and Carl C. Icahn (collectively, the “Icahn Parties”) solely for the purposes of promoting the proposals contained in the May 9 Letter, including urging shareholders to vote against the proposed “going private” transaction, and the joint solicitation of proxies for the Issuer’s 2013 annual meeting. Based on the foregoing, the Icahn Parties and Southeastern have formed a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 and may be deemed to beneficially own 226,617,980 shares of the common stock of the Issuer, constituting approximately 12.7% of the 1,781,176,938 shares outstanding. However, Southeastern expressly disclaims beneficial ownership of the 80,468,322 Securities beneficially owned by the Icahn Parties and their related affiliates. Southeastern, in accordance with its fiduciary duties, also expressly retains the sole voting and investment power of the Securities it beneficially owns. The Icahn Parties and their related affiliates have filed a separate Schedule 13D with respect to their interests.

(b) Southeastern generally has the sole power to dispose of or to direct the disposition of the Securities held for discretionary accounts of its investment clients, and may be granted the sole power to vote or direct the vote of such Securities; such powers may be retained by or shared with the respective clients for shared or non-discretionary accounts. Shares held by any Series of Longleaf Partners Funds Trust are reported in the “shared” category.

(d) The investment advisory clients of Southeastern have the sole right to receive and, subject to notice, to withdraw the proceeds from the sale of the Securities, and the sole power to direct the receipt of dividends from any of the Securities held for their respective accounts. Such clients may also terminate the investment advisory agreements without penalty upon appropriate notice. Southeastern does not have an economic interest in any of the Securities reported herein.

(e) Not applicable.

Item 7.

Material to be Filed as an Exhibit

Item 7 is hereby amended and supplemented by adding the following immediately after the seventh paragraph thereof:

Schedule VIII. Letter to the Board of Dell, Inc., dated May 9, 2013.

Signatures

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.

Dated: May 9, 2013

	Southeastern Asset Management, Inc.


	By:	/s/ O. Mason Hawkins
		Name: O. Mason Hawkins
		Title: Chairman of the Board and Chief Executive Officer

	O. Mason Hawkins, Individually


	/s/ O. Mason Hawkins

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13D with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned hereby execute this Agreement as of May 9, 2013.

	Southeastern Asset Management, Inc.


	By:	/s/ O. Mason Hawkins
		Name: O. Mason Hawkins
		Title: Chairman of the Board and Chief Executive Officer

	O. Mason Hawkins, Individually


	/s/ O. Mason Hawkins

Schedule II of the Schedule 13D is hereby amended and restated in its entirety as follows:

SCHEDULE II

Transactions in the Last Sixty Days

Transaction Type	Date	# of Shares	Price Per Share*

Sale	4/17/2013	13,000	$ 13.98
Sale	4/23/2013	9,000	$ 13.15
Sale	4/23/2013	2,000	$ 13.15
Sale	4/23/2013	2,000	$ 13.15
Sale	4/23/2013	3,000	$ 13.15
Sale	4/30/2013	35,200	$ 13.35

Sales by Southeastern at the direction of a client in the ordinary course of business on NASDAQ or through Electronic Communication Networks (ECNs).

In addition to the above transactions, on March 19, 2013 and April 19, 2013, clients of Southeastern terminating their advisory relationship removed 122,000 and 179,000 shares from Southeastern’s discretion.

* Net of commissions