Form 4: Silver Lake distributions and ~$1.14M-share sale in Dell (DELL)
Rhea-AI Filing Summary
Dell Technologies Inc. (DELL) Form 4 summary: On 09/25/2025 affiliated Silver Lake entities completed in-kind distributions and multiple dispositions of Dell Class C common stock. Certain funds and entities (SL SPV-2, Silver Lake Partners IV, Silver Lake Partners V and Silver Lake Group) received pro rata distributions of Class C shares that were exempt from reporting under Rule 16a-13. On the same date Reporting Persons sold a total of 1,114,709 shares of Class C Common Stock at a weighted average price of $130.62 per share (sales ranged $130.45–$130.79). The filing shows various indirect holdings retained through affiliated vehicles and trusts; some holdings following the transactions are reported as 0 for the direct holdings disclosed.
Positive
- None.
Negative
- Reported sale of 1,114,709 Class C shares by Reporting Persons at a weighted average price of $130.62, a material disposal disclosed on 09/25/2025
- Certain direct reported holdings reduced to 0 following the transactions for the lines showing disposals, indicating decreases in direct ownership positions
Insights
TL;DR: Significant insider dispositions by Silver Lake affiliates; distributions to affiliates were exempt and ownership is held indirectly.
The filing documents in-kind distributions of Dell Class C shares to multiple Silver Lake funds and affiliates on 09/25/2025 that were exempt under Rule 16a-13, accompanied by sales totaling 1,114,709 shares at a weighted average price of $130.62. These transactions reduce the directly reported holdings shown on the form while leaving substantial indirect positions held through investment vehicles and trusts. For investors, the key observable is the sizeable disclosed sale volume and the retained indirect ownership through affiliated structures.
TL;DR: Director and 10% owner Egon Durbans affiliated entities redistributed shares and recorded material disposals; reporting is consistent with Rule 16a-13 exemptions.
The Form 4 shows that Silver Lake-managed entities executed pro rata in-kind distributions and reported sales on behalf of or involving persons related to Egon Durban, a company director and managing member of Silver Lake Group. The filing discloses indirect beneficial ownership through multiple partnership and trust structures and uses the Rule 16a-13 exemption for in-kind distributions. The disclosure includes footnotes detailing allocation among affiliates and trusts, which is important for tracing effective control and pecuniary interest.
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.
