Silver Lake entities report DELL conversions, sales and in-kind distributions
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Form 4 from multiple Silver Lake entities reports transactions in Dell Technologies Inc. (DELL) Class B and Class C common stock. On 09/19/2025 the reporting persons converted various Class B shares into Class C shares and sold multiple blocks of Class C stock in multiple transactions at weighted average prices in two ranges: $132.00–$132.9995 and $133.00–$133.58 per share. Pro rata in-kind distributions of Class C shares were initiated on 09/22/2025, and certain received shares were exempt from Section 16 reporting under Rule 16a-13. The filing lists both indirect holdings through several Silver Lake funds and distributions to employees and affiliates, and is signed on behalf of the reporting persons by Justin G. Hamill and by an attorney-in-fact for Egon Durban.
Positive
- Rule 16a-13 exemptions are explicitly cited for in-kind distributions, clarifying which share receipts were exempt from reporting
- Detailed mapping of fund and GP/LP relationships is provided, improving transparency on indirect beneficial ownership
- Weighted average sale price ranges disclosed ($132.00–$132.9995 and $133.00–$133.58), giving price context for the dispositions
- Form is duly signed by authorized persons including Justin G. Hamill and an attorney-in-fact for Egon Durban
Negative
- Large dispositions reported: the filing shows aggregate dispositions including a line item of 1,086,628 shares disposed (reported as D)
- Multiple substantial sales on 09/19/2025 across several affiliated entities, which materially reduced indirect holdings shown for those funds
- Complex ownership structure across many affiliated entities may complicate clear attribution of economic interest to a single individual
Insights
TL;DR: Significant coordinated sales and in-kind distributions by Silver Lake entities, with conversions from Class B to Class C and weighted-average sale prices disclosed.
The filing documents material share sales executed on 09/19/2025 and subsequent in-kind pro rata distributions on 09/22/2025 by multiple Silver Lake-related entities. Sales occurred in multiple tranches at weighted average prices reported in two ranges ($132.00–$132.9995 and $133.00–$133.58). The report quantifies both post-transaction beneficial ownership by entity and indirect holdings through fund structures. The disclosure clarifies that certain receipts were exempt from Section 16 reporting under Rule 16a-13 and provides mapping of fund GP/LP relationships relevant to beneficial ownership attribution.
TL;DR: The filing shows structured dispositions and distributions with clear attribution across Silver Lake affiliates and Rule 16a-13 exemptions.
The Form 4 is jointly filed by multiple affiliated reporting persons and includes explanatory footnotes detailing the chain of ownership and the basis for exemptions under Rule 16a-13 for distributed shares. It also disclaims beneficial ownership beyond pecuniary interests where appropriate. Signatures and attorney-in-fact authority are provided, supporting formal compliance with Section 16 reporting requirements.
Insider Trade Summary
Net Seller: 318,171 shares ($42,265,802)
Net Sell
28 txns
Insider
SLTA IV (GP), L.L.C., Silver Lake Group, L.L.C., Silver Lake Technology Associates IV, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., SLTA SPV-2 (GP), L.L.C., SLTA SPV-2, L.P., SL SPV-2, L.P., Durban Egon
Role
Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director
Sold
318,171 shs ($42.27M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class C Common Stock | 237,701 | $0.00 | -- |
| Other | Class C Common Stock | 175,986 | $0.00 | -- |
| Other | Class C Common Stock | 111,511 | $0.00 | -- |
| Exercise | Class B Common Stock | 166,521 | $0.00 | -- |
| Exercise | Class B Common Stock | 170,943 | $0.00 | -- |
| Exercise | Class B Common Stock | 92,531 | $0.00 | -- |
| Exercise | Class B Common Stock | 2,516 | $0.00 | -- |
| Exercise | Class B Common Stock | 1,134 | $0.00 | -- |
| Exercise | Class C Common Stock | 166,521 | $0.00 | -- |
| Exercise | Class C Common Stock | 170,943 | $0.00 | -- |
| Exercise | Class C Common Stock | 92,531 | $0.00 | -- |
| Exercise | Class C Common Stock | 2,516 | $0.00 | -- |
| Exercise | Class C Common Stock | 1,134 | $0.00 | -- |
| Sale | Class C Common Stock | 82,557 | $132.74 | $10.96M |
| Sale | Class C Common Stock | 95,558 | $132.74 | $12.68M |
| Sale | Class C Common Stock | 49,131 | $132.74 | $6.52M |
| Sale | Class C Common Stock | 1,818 | $132.74 | $241K |
| Sale | Class C Common Stock | 819 | $132.74 | $109K |
| Sale | Class C Common Stock | 31,706 | $133.10 | $4.22M |
| Sale | Class C Common Stock | 36,700 | $133.10 | $4.88M |
| Sale | Class C Common Stock | 18,869 | $133.10 | $2.51M |
| Sale | Class C Common Stock | 698 | $133.10 | $93K |
| Sale | Class C Common Stock | 315 | $133.10 | $42K |
| holding | Class C Common Stock | -- | -- | -- |
| holding | Class C Common Stock | -- | -- | -- |
| holding | Class C Common Stock | -- | -- | -- |
| holding | Class C Common Stock | -- | -- | -- |
| holding | Class C Common Stock | -- | -- | -- |
Holdings After Transaction:
Class C Common Stock — 0 shares (Indirect, Held through SL SPV-2, L.P.);
Class B Common Stock — 21,471,927 shares (Indirect, Held through SL SPV-2, L.P.);
Class C Common Stock — 1,086,628 shares (Direct)
Footnotes (1)
- SL SPV-2, L.P. ("SPV-2"), Silver Lake Partners IV, L.P. ("SLP IV"), Silver Lake Partners V DE (AIV), L.P. ("SLP V") and certain of their respective affiliates sold certain shares of Class C Common Stock, par value $0.01 per share ("Class C Common Stock") of Dell Technologies Inc. (the "Issuer") on September 19, 2025 and initiated in-kind distributions of shares of Class C Common Stock on September 22, 2025. The receipt of shares of Class C Common Stock by each of the Reporting Persons in connection with such distributions was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. Each share of Class B Common Stock, par value $0.01 per share of the Issuer (the "Class B Common Stock") is convertible into one share of Class C Common Stock at any time, at the election of the holder or automatically upon certain transfers, and has no expiration date. On September 19, 2025, certain of the Reporting Persons converted shares of Class B Common Stock into an equal number of shares of Class C Common Stock in connection with the sales and distributions described in footnote (1) above. These securities are directly held by SPV-2. The general partner of SPV-2 is SLTA SPV-2, L.P. ("SLTA SPV") and the general partner of SLTA SPV is SLTA SPV-2 (GP), L.L.C. ("SLTA SPV GP"). These securities are directly held by SLP IV. The general partner of SLP IV is Silver Lake Technology Associates IV, L.P. ("SLTA IV") and the general partner of SLTA IV is SLTA IV (GP), L.L.C. ("SLTA IV GP"). These securities are directly held by SLP V. The general partner of SLP V is Silver Lake Technology Associates V, L.P. ("SLTA V") and the general partner of SLTA V is SLTA V (GP), L.L.C. ("SLTA V GP"). These securities are directly held by Silver Lake Technology Investors IV, L.P. The general partner of Silver Lake Technology Investors IV, L.P. is SLTA IV and the general partner of SLTA IV is SLTA IV GP. These securities are directly held by Silver Lake Technology Investors V, L.P. The general partner of Silver Lake Technology Investors V, L.P. is SLTA V and the general partner of SLTA V is SLTA V GP. Reflects shares held by Silver Lake Group, L.L.C. ("SLG"). Shares held includes shares of Class C Common Stock received in connection with the pro rata distributions described herein on September 22, 2025. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. SLG is the managing member of SLTA SPV GP, SLTA IV GP and SLTA V GP. Egon Durban, who serves as a director of the Issuer, also serves as a Co-CEO and Managing Member of SLG. Each of the Reporting Persons may be deemed a director by deputization of the Issuer. In connection with the distributions described in footnote (1) above, pro rata distributions of certain shares were initiated to certain employees and managing members of SLG or its affiliates, including Egon Durban. This amount reflects 44,760, 25,557, 42 and 81,304 shares held by SLTA SPV-2, L.P., SLTA V, SLTA IV and SLG, respectively, on behalf of such individuals, including shares distributed in the September 22, 2025 distributions. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. Represents shares of Class C Common Stock held by Mr. Durban immediately following the receipt of shares in connection with the distributions of shares of Class C Common Stock on September 22, 2025. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. Represents shares of Class C Common Stock beneficially owned indirectly by Mr. Durban through a trust for the benefit of certain family members, including shares received in connection with the distributions of shares of Class C Common Stock on September 22, 2025. The receipt of such shares of Class C Common Stock indirectly by Mr. Durban was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.. These shares of Common Stock are held by entities in which Mr. Durban may be deemed to have an indirect pecuniary interest including shares received in connection with the distributions of shares of Class C Common Stock on September 22, 2025. The receipt of such shares of Class C Common Stock indirectly by Mr. Durban was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $132.00 to $132.9995 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.00 to $133.58 per share, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
FAQ
What transactions did Silver Lake report on the DELL Form 4?
Answer: Conversions of Class B into Class C shares and multiple sales of Class C common stock on 09/19/2025, plus in-kind pro rata distributions of Class C shares initiated on 09/22/2025.
Who signed the Form 4 filing for these Silver Lake entities?
Answer: The form is signed by Justin G. Hamill, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., and also by an attorney-in-fact for Egon Durban with dates of 09/23/2025.
How are the holdings attributed among the Silver Lake entities?
Answer: The filing details holdings held directly by entities such as SL SPV-2, L.P., Silver Lake Partners IV, L.P., Silver Lake Partners V DE (AIV), L.P., and others, and explains GP/LP relationships that determine indirect beneficial ownership.