UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~Washington,~~UNITED ~~D.C.~~STATES SECURITIES ~~20549~~AND EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~CURRENT ofREPORT Pursuant ~~Report~~to Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported):~~Exchange ~~February 8,~~Act ~~2011~~of 1934

~~COMPELLENT~~Date ~~TECHNOLOGIES~~of Report (Date of earliest event reported): February 22, ~~INC.~~2011

~~(Exact~~COMPELLENT ~~name~~TECHNOLOGIES, ~~of registrant as specified in its charter)~~INC.

~~Delaware~~ (~~State~~Exact orname ~~other~~of ~~jurisdiction~~registrant ofas ~~incorporation~~specified in its charter)

~~001-33685~~ Delaware (~~Commission~~State ~~File~~or ~~Number)~~other ~~37-1434895~~jurisdiction ~~(IRS~~of ~~Employer Identification No.~~incorporation)

~~7625~~001-33685 ~~Smetana~~(Commission ~~Lane Eden~~File ~~Prairie,~~Number) MN37-1434895 ~~55344~~ (~~Address~~IRS ofEmployer ~~principal~~Identification ~~executive offices, including Zip Code~~No.)

~~Registrant’s~~7625 ~~telephone~~Smetana ~~number~~Lane Eden Prairie, ~~including~~MN ~~area~~55344 (Address ~~code:~~of ~~(952~~principal executive offices, including Zip Code) ~~294-3300~~

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the~~ ~~filing~~Registrant’s ~~obligation~~telephone ofnumber, ~~the~~including ~~registrant~~area ~~under any of the following provisions~~code: (952) 294-3300

oCheck ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation of the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~230.425)~~the following provisions:

o ~~Soliciting~~Written ~~material~~communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

o ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

o Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~Item~~o ~~5.02.~~Pre-commencement ~~Departure~~communications ofpursuant ~~Directors~~to orRule ~~Certain~~13e-4(c) ~~Officers;~~under ~~Election~~the ofExchange ~~Directors;~~Act ~~Appointment~~(17 ofCFR ~~Certain Officers; Compensatory Arrangements of Certain Officers~~240.13e-4(c))

~~Cash~~TABLE ~~Payments~~OF ~~under the 2010 Management Incentive Plan and Cash Bonuses for 2011 Performance~~ CONTENTS

OnItem ~~February 8,~~2.01 ~~2011,~~Completion ~~the~~of ~~Compensation~~Acquisition ~~Committee~~or Disposition of ~~our~~Assets ~~Board~~Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing or Standard; Transfer of Listing. Item 3.03 Material Modification to Rights of Security Holders Item 5.01 Changes in Control of Registrant Item 5.02. Departure of Directors ~~approved~~or ~~the following~~Certain ~~compensation~~Officers; ~~for~~Election ~~our~~of ~~named~~Directors; ~~executive~~Appointment ~~officers:~~ of Certain Officers; Compensatory Agreements of Certain Officers Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Item 5.07. Submission of Matters to a Vote of Security Holders Item 9.01 Financial Statements and Exhibits SIGNATURES EXHIBIT INDEX EX-3.1 EX-3.2

	•		2010 cash incentive payments under our 2010 Management Incentive Plan; and
	•		cash bonuses for performance in 2011 through the anticipated closing of the merger with a wholly-owned subsidiary of Dell Inc. (as described in certain Current Reports on Form 8-K filed with the Securities and Exchange Commission ("SEC") on December 13, 2010, December 16, 2010 and February 1, 2011).

~~The~~INTRODUCTORY ~~following table sets forth the applicable 2010 cash incentive payments and 2011 cash~~NOTE ~~incentive payments for our named executive officers:~~

	2010 Cash			2011 Cash
	Incentive			Incentive
Name	Payment ($)			Payment ($)(2)
Philip E. Soran	$	445,007		$	64,617
Chairman, President and Chief Executive Officer
John P. Guider		197,684			28,705
Chief Operating Officer
Lawrence E. Aszmann		119,613			17,368
Chief Technology Officer
John R. Judd		181,858			26,407
Chief Financial Officer
Brian P. Bell		301,719	(1)		43,811
Vice President, Worldwide Sales

On February 22, 2011, Compellent Technologies, Inc., a Delaware corporation (the “Company”), completed its merger (the “Merger”) with Dell Trinity Holdings Corp., a Delaware corporation (“Merger Sub”), a wholly-owned subsidiary of Dell International L.L.C., a Delaware limited liability company (“Dell”). The Merger was effected pursuant to an Agreement and Plan of Merger, dated as of December 12, 2010, entered into among the Company, Merger Sub and Dell, as amended as of January 31, 2011 (the “Merger Agreement”). The Merger Agreement was adopted by the Company’s stockholders at a special meeting of the Company’s stockholders held on February 22, 2011 (the “Special Meeting”), as described in Item 5.07 below. The Merger became effective on February 22, 2011 (the “Effective Time”), pursuant to the Certificate of Merger that was filed with the Secretary of State of the State of Delaware on such date. In the Merger, Merger Sub merged with and into the Company and the Company continued as the surviving corporation (the “Surviving Corporation”) and as a wholly-owned subsidiary of Dell.

(1)		Represents $168,999 earned by Mr. Bell during 2010 under our sales commission plan and $132,720 earned pursuant to our 2010 Management Incentive Plan.
(2)		Represents a cash incentive payment for performance during 2011 through the anticipated closing of the merger with a wholly-owned subsidiary of Dell Inc.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The ~~foregoing~~information ~~description~~disclosed ofunder ~~the cash payments pursuant to the 2010 Management Incentive Plan is qualified in its entirety by the terms and conditions of the 2010 Management Incentive Plan, a copy of which was filed as Exhibit~~Item 105.201 ~~to the Current Report on Form 8-K filed with the SEC on February 12, 2010 and which~~ is incorporated by reference herein.

~~SIGNATURES~~Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing or Standard; Transfer of Listing.

~~Pursuant~~The toinformation ~~the~~disclosed ~~requirements~~in of the ~~Securities~~Introductory ~~Exchange~~Note ~~Act~~is ofincorporated ~~1934, the registrant has duly caused this report to be signed on its behalf~~ by ~~the~~reference ~~undersigned hereunto duly authorized~~herein.

	Compellent Technologies, Inc.
Date: February 10, 2010	By:	/s/ John R. Judd
		John R. Judd
		Chief Financial Officer

In connection with the completion of the Merger on February 22, 2011, the Company notified the New York Stock Exchange (“NYSE”) of the effectiveness of the Merger. As a result of the Merger, the Company no longer meets the numerical listing requirements of NYSE. The Company also notified the NYSE that each share of the Company’s common stock, par value $0.001 per share (the “Company’s Common Stock”), issued and outstanding immediately prior to the Effective Time (other than shares held by the Company, Dell, Merger Sub or any of their wholly-owned subsidiaries or by stockholders of the Company who have validly exercised their appraisal rights under Delaware law) was converted into the right to receive $27.75 in cash, without interest and subject to any required tax withholding (the “Merger Consideration”), and requested that NYSE file a notification of removal from listing on Form 25 with the Securities and Exchange Commission (the “SEC”) with respect to the Company’s Common Stock and suspend trading of the Company’s Common Stock on the NYSE prior to the opening of trading on February 23, 2011.

Item 3.03 Material Modification to Rights of Security Holders.

In connection with the consummation of the Merger, each share of the Company’s Common Stock issued and outstanding immediately prior to the Effective Time (other than shares held by the Company, Dell, Merger Sub or any of their wholly-owned subsidiaries or by stockholders of the Company who have validly exercised their appraisal rights under Delaware law) was converted into the right to receive the Merger Consideration. At the Effective Time, the Company’s stockholders immediately prior to the Effective Time ceased to have any rights as stockholders in the Company (other than their right to receive the Merger Consideration) and accordingly no longer have any interest in the Company’s future earnings or growth.

Item 5.01 Changes in Control of Registrant.

The information disclosed in the Introductory Note is incorporated by reference herein. Under the Merger Agreement, each share of the Company’s Common Stock issued and outstanding immediately prior to the Effective Time (other than shares held by the Company, Dell, Merger Sub or any of their wholly-owned subsidiaries or by stockholders of the Company who have validly exercised their appraisal rights under Delaware law) was converted into the right to receive the Merger Consideration.

All of the Company’s outstanding and unvested stock options that were granted pursuant to the Company’s 2002 Stock Option Plan vested immediately prior to the Effective Time. Each vested and outstanding stock option (including the options that vested contingent upon the consummation of the Merger in accordance with the preceding sentence) that was not exercised immediately prior to the Effective Time was terminated and converted

into the right to receive, with respect to each share of the Company’s Common Stock subject to such stock option, a payment equal to the excess, if any, of $27.75 over the exercise price per share of such stock option. All of the Company’s stock options that were outstanding and unvested immediately prior to the Effective Time (other than any stock options that vest contingent upon the consummation of the Merger) were converted into or replaced with options to purchase common stock of Dell Inc.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, and the accompanying exhibits, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2010 and Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2011.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.

In connection with the Merger, all members of the Company’s Board of Directors (Charles Beeler, Sherman Black, John P. Guider , Kevin Roberg, Philip E. Soran, David Spreng, Sven A. Wehrwein and Duston M. Williams) resigned as of the Effective Time, and the sole director of Merger Sub immediately prior to the Effective Time, Janet B. Wright, became the sole director of the Company immediately after the Effective Time.

In addition, in connection with the Merger, all officers of the Company (Philip E. Soran, the Company’s Chairman, President and Chief Executive Officer, John P. Guider, the Company’s Chief Operating Officer, Lawrence Aszmann, the Company’s Chief Technology Officer, John R. Judd, the Company’s Chief Financial Officer, and Brian Bell, the Company’s Vice President, Worldwide Sales) resigned as of the Effective Time, and the officers of Merger Sub immediately prior to the Effective Time (Michael S. Dell, Brian T. Gladden, Lawrence P. Tu, Gary Bischoping, Thomas Vallone, and Janet B. Wright) became the officers of the Company immediately after the Effective Time.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the Effective Time, the Certificate of Incorporation of the Company was amended and restated to be in the form of the Certificate of Incorporation of Merger Sub. The Amended and Restated Certificate of Incorporation of the Company is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Pursuant to the Merger Agreement, at the Effective Time, the bylaws of the Company were amended and restated to be in the form of the bylaws of Merger Sub. The Amended and Restated Bylaws of the Surviving Corporation are attached as Exhibit 3.2 hereto and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Special Meeting was held at 10:00 a.m. Central time on February 22, 2011 at the Company’s offices at 7625 Smetana Lane, Eden Prairie, Minnesota 55344.

The Company’s Common Stock issued and outstanding as of the record date of January 4, 2011 and entitled to vote at the Special Meeting consist of 32,010,342 shares. Such shares were voted on two matters at the Special Meeting, both of which were approved pursuant to the following final voting results from the Special Meeting:

(1) To consider and vote upon a proposal to adopt the Merger Agreement.


FOR	AGAINST	ABSTAIN
26,645,867	139,191	10,526

(2) To vote to adjourn the Special Meeting, if necessary, for the purpose of soliciting additional proxies to vote in favor of the adoption of the Merger Agreement.


FOR	AGAINST	ABSTAIN
25,669,543	1,112,565	13,476

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit				Description
2.1				Agreement and Plan of Merger, dated as of December 12, 2010, by and among Dell International L.L.C., Dell Trinity Holdings Corp. and Compellent Technologies, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2010)*
2.2				Amendment No. 1 to Agreement and Plan of Merger, dated as of January 31, 2011, by and among Dell International L.L.C., Dell Trinity Holdings Corp. and Compellent Technologies, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2011)
3.1				Amended and Restated Certificate of Incorporation of Compellent Technologies, Inc.
3.2				Amended and Restated Bylaws of Compellent Technologies, Inc.


*		Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules, or any section thereof, to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Compellent Technologies, Inc.
Date: February 22, 2011	By:	/s/ Janet Wright
		Janet Wright
		Vice President and Assistant Secretary

EXHIBIT INDEX


Exhibit				Description
2.1				Agreement and Plan of Merger, dated as of December 12, 2010, by and among Dell International L.L.C., Dell Trinity Holdings Corp. and Compellent Technologies, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2010)*
2.2				Amendment No. 1 to Agreement and Plan of Merger, dated as of January 31, 2011, by and among Dell International L.L.C., Dell Trinity Holdings Corp. and Compellent Technologies, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 1, 2011)
3.1				Amended and Restated Certificate of Incorporation of Compellent Technologies, Inc.
3.2				Amended and Restated Bylaws of Compellent Technologies, Inc.


*		Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules, or any section thereof, to the SEC upon request.

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