Silver Lake affiliates receive distributions and report large Dell (DELL) Class C stock sales
Rhea-AI Filing Summary
Form 4 summary: This Form 4 reports that Silver Lake entities and related reporting persons received pro rata in-kind distributions of Dell Technologies Inc. Class C common stock on September 25, 2025, and also sold shares the same day. The filing shows multiple dispositions: 135,692; 100,400; and 63,813 shares disposed by different Silver Lake vehicles, plus aggregate sales of 1,114,709 shares reported as disposed at a weighted average price of $130.62 per share (individual sale prices ranged from $130.45 to $130.79). Several holdings are reported as indirectly held through partnerships, SPVs, and trusts, and certain receipts were exempt from Section 16 reporting under Rule 16a-13. The filing is submitted jointly by affiliated reporting persons and signed by an authorized agent.
Positive
- None.
Negative
- Large reported disposals: Aggregate sale of 1,114,709 Class C shares reported, with weighted average price $130.62 per share.
- Multiple affiliated entities reduced direct holdings: Reported dispositions by SL SPV-2, Silver Lake Partners IV and V and others (e.g., 135,692, 100,400, 63,813 shares).
Insights
TL;DR Insider entities received distributed shares and executed meaningful sales of Dell Class C stock, with total reported dispositions exceeding one million shares.
The Form 4 documents in-kind distributions to multiple Silver Lake funds and affiliates on September 25, 2025, followed by reported disposals including an aggregate reported sale of 1,114,709 Class C shares at a weighted average price of $130.62. Holdings are largely indirect through partnerships, SPVs and trusts, and many receipts were exempt from immediate Section 16 reporting per Rule 16a-13. From an investor-disclosure perspective, the filing clarifies ownership chains and quantifies dispositions and residual indirect interests.
TL;DR The filing clarifies complex indirect ownership and documents in-kind distributions plus sizable sales by affiliated entities.
The document emphasizes the layered ownership structure among SLG, SLTA entities, SPVs and partners, and it explains that many share receipts qualified for Rule 16a-13 exemption. The Form is jointly filed and contains detailed explanatory footnotes identifying amounts held on behalf of individuals and family trusts. The filing appropriately disclaims beneficial ownership beyond pecuniary interests and provides the weighted-average sale price range for the reported disposals.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class C Common Stock | 135,692 | $0.00 | -- |
| Other | Class C Common Stock | 100,400 | $0.00 | -- |
| Other | Class C Common Stock | 63,813 | $0.00 | -- |
| Sale | Class C Common Stock | 6,701 | $130.62 | $875K |
| Sale | Class C Common Stock | 5,780 | $130.62 | $755K |
| 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") and Silver Lake Partners V DE (AIV), L.P. ("SLP V") and certain of their respective affiliates initiated in-kind distributions of shares of Class C Common Stock, par value $0.01 per share ("Class C Common Stock") of Dell Technologies Inc. (the "Issuer") on September 25, 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. 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"). Reflects shares held by Silver Lake Group, L.L.C. ("SLG"). Shares held includes additional shares of Class C Common Stock received in connection with the pro rata distributions described herein on September 25, 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. 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 25, 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. 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 51,171, 29,404, 55 and 105,116 shares held by SLTA SPV, SLTA V, SLTA IV and SLG, respectively, on behalf of such individuals, including shares distributed in the September 25, 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 25, 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 25, 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 $130.45 to $130.79 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.
