Form 4: Silver Lake Funds Sell Dell (DELL) Shares, Convert Class B to C
Rhea-AI Filing Summary
Dell Technologies (DELL) Form 4: Multiple Silver Lake-related reporting persons sold Class C common stock on September 15, 2025 and initiated pro rata in-kind distributions of Class C shares on September 17, 2025. The filing shows conversions of Class B into Class C shares in connection with those sales and distributions. Reported sales occurred at weighted-average prices in two ranges: about $126.275–$127.2711 and $127.2753–$128.25, with specific weighted-average prices noted as $126.63 and $127.70 for certain lots. The filing identifies Egon Durban as a director of the issuer and a managing member of Silver Lake Group entities; certain shares were distributed to employees and managing members and were exempt from reporting under Rule 16a-13.
Positive
- Transactions disclosed with specificity including dates, price ranges, and the entities involved, improving transparency
- Use of Rule 16a-13 exemption for pro rata in-kind distributions to employees and managing members is explicitly stated
Negative
- Material sales reported (over 1,037,466 shares disposed as shown) by Silver Lake-related entities, reducing their direct holdings
- Multiple entities reduced holdings to zero for certain SPVs after the reported distributions and sales, indicating significant ownership shifts
Insights
TL;DR: Silver Lake entities sold and distributed over one million DELL Class C shares across two dates at ~ $126.3–$128.25 per share.
The transactions indicate portfolio rebalancing by Silver Lake-affiliated funds: multiple SPVs sold sizable blocks on September 15, 2025 and then completed in-kind pro rata distributions on September 17, 2025. The filing discloses conversions of Class B to Class C stock tied to those actions and reports various indirect holdings through fund structures. Weighted-average sale prices are reported in two price bands, and certain post-distribution shares were claimed exempt from reporting under Rule 16a-13. For investors this is a disclosure of insider-related selling and internal reallocations rather than new operational information about Dell.
TL;DR: Director-linked funds executed sales and in-kind distributions; exemptions under Rule 16a-13 were invoked for received shares.
The filing transparently maps complex indirect ownership via multiple limited partnerships and general partners, clarifying that Egon Durban is both a director of Dell and a managing member of Silver Lake Group. The use of in-kind distributions and Rule 16a-13 exemptions for pro rata transfers to employees and managing members is documented. The filing includes signed certifications and disclaimers of beneficial ownership to the extent of pecuniary interest, which is standard in such multi-entity transactions.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class C Common Stock | 98,251 | $0.00 | -- |
| Other | Class C Common Stock | 72,809 | $0.00 | -- |
| Other | Class C Common Stock | 45,958 | $0.00 | -- |
| Exercise | Class B Common Stock | 313,738 | $0.00 | -- |
| Exercise | Class B Common Stock | 322,069 | $0.00 | -- |
| Exercise | Class B Common Stock | 174,335 | $0.00 | -- |
| Exercise | Class B Common Stock | 4,739 | $0.00 | -- |
| Exercise | Class B Common Stock | 2,137 | $0.00 | -- |
| Exercise | Class C Common Stock | 313,738 | $0.00 | -- |
| Exercise | Class C Common Stock | 322,069 | $0.00 | -- |
| Exercise | Class C Common Stock | 174,335 | $0.00 | -- |
| Exercise | Class C Common Stock | 4,739 | $0.00 | -- |
| Exercise | Class C Common Stock | 2,137 | $0.00 | -- |
| Sale | Class C Common Stock | 141,397 | $126.63 | $17.91M |
| Sale | Class C Common Stock | 163,558 | $126.63 | $20.71M |
| Sale | Class C Common Stock | 84,238 | $126.63 | $10.67M |
| Sale | Class C Common Stock | 3,110 | $126.63 | $394K |
| Sale | Class C Common Stock | 1,402 | $126.63 | $178K |
| Sale | Class C Common Stock | 74,090 | $127.70 | $9.46M |
| Sale | Class C Common Stock | 85,702 | $127.70 | $10.94M |
| Sale | Class C Common Stock | 44,139 | $127.70 | $5.64M |
| Sale | Class C Common Stock | 1,629 | $127.70 | $208K |
| Sale | Class C Common Stock | 735 | $127.70 | $94K |
| 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 | -- | -- | -- |
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 15, 2025 and initiated in-kind distributions of shares of Class C Common Stock on September 17, 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 15, 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 17, 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 33,586, 18,855, 21 and 39,560 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 17, 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 17, 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 17, 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 17, 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 $126.275 to $127.2711 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 $127.2753 to $128.25 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.