DELL Form 4: Conversions, distributions and multi-block sales by Silver Lake entities
Rhea-AI Filing Summary
SLTA IV (GP), L.L.C. and related Silver Lake entities reported coordinated transactions in Dell Technologies Inc. (DELL) stock involving conversions, sales and pro rata in-kind distributions. The filing shows multiple conversions of Class B into Class C shares and sales on 09/15/2025 and distributions initiated 09/17/2025. Reported sales include blocks at weighted-average prices in two ranges: $126.275–$127.2711 and $127.2753–$128.25 per share. The report lists acquisitions of Class C shares by Silver Lake vehicles and in-kind distributions to employees and managing members, and identifies Egon Durban as a director and Co-CEO linked to the reporting entities.
Positive
- In-kind distributions to employees and managing members were executed and explicitly exempt from reporting under Rule 16a-13
- Conversions of Class B to Class C were disclosed, clarifying changes in share class composition held by Silver Lake entities
Negative
- Significant share dispositions were reported (sales executed across multiple blocks), increasing available Class C shares in the market
- Large weighted-average sale amounts at roughly $126–$128 per share indicate material liquidation by affiliated holders
Insights
TL;DR: Heavy block sales and conversions increased public Class C float; sales executed at roughly $126–$128 per share.
The transactions show material disposition activity by multiple Silver Lake affiliates, with conversions of Class B to Class C and sales across a price range that produced weighted-average prices in the $126–$128 band. The filing documents pro rata in-kind distributions to employees and managing members that were exempt from immediate reporting. For investors this increases the effective supply of freely tradable Class C shares and documents realized proceeds at reported ranges; the filing is descriptive rather than explanatory of strategic intent.
TL;DR: Director-affiliated entities sold and distributed significant Class C shares while documenting exemptions under Rule 16a-13.
The disclosure makes clear that Silver Lake entities, for which Egon Durban is a managing member and a director of Dell, acted through affiliated funds and SPVs, converting Class B into Class C and completing sales and in-kind distributions. The filing emphasizes the Rule 16a-13 exemption for distributions and disclaims full beneficial ownership beyond pecuniary interests. Governance implications center on transparency of affiliated transfers and potential dilution of concentrated holdings.
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.