Silver Lake affiliates convert, sell and distribute DELL Class C shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Dell Technologies (DELL) Form 4s report a sequence of conversions, sales and in‑kind distributions by Silver Lake affiliates and related entities between 10/06/2025 and 10/08/2025 Multiple holders converted Class B shares into Class C shares and sold portions of Class C stock across several price bands, with reported sale prices ranging from $145.01 to $149.0629. The filings show pro rata distributions of Class C shares on 10/08/2025 that were exempt from reporting under Rule 16a-13, resulting in indirect holdings and reported beneficial ownership changes for related parties and for Egon Durban.
Positive
- Conversions were disclosed from Class B to Class C, improving transparency of share class changes
- Distributions on 10/08/2025 were reported as Rule 16a-13 exempt, indicating compliance with the reporting exemption for in‑kind distributions
Negative
- Large share sales occurred across multiple Silver Lake vehicles on 10/06/2025–10/07/2025, reducing reported indirect holdings (e.g., multiple dispositions of >100,000 shares at ~$146)
- Complex ownership and redistribution through affiliated funds and pro rata transfers may complicate near‑term beneficial ownership clarity for investors
Insights
Major private‑equity holders converted, sold, and redistributed Class C shares across a tight multi‑day window.
The filings show Silver Lake vehicles converted Class B into Class C common stock and sold large blocks on 10/06/2025–10/07/2025 at weighted average prices in the $145–$149 range, then initiated in‑kind distributions on 10/08/2025 that were exempt under Rule 16a-13.
Dependencies and risks include continued share availability through affiliated entities and the regulatory exemption used for distributions. Monitor any future Forms 4 for additional sales or further redistribution within the next few weeks following the October activity.
Insider Trade Summary
Net Seller: 509,191 shares ($74,404,435)
Net Sell
35 txns
Insider
SLTA V (GP), L.L.C., Silver Lake Technology Associates V, L.P., Silver Lake Partners V DE (AIV), L.P., Silver Lake Technology Investors V, L.P.
Role
Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
Sold
509,191 shs ($74.40M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Class B Common Stock | 267,847 | $0.00 | -- |
| Exercise | Class B Common Stock | 274,958 | $0.00 | -- |
| Exercise | Class B Common Stock | 148,835 | $0.00 | -- |
| Exercise | Class B Common Stock | 4,046 | $0.00 | -- |
| Exercise | Class B Common Stock | 1,824 | $0.00 | -- |
| Exercise | Class C Common Stock | 267,847 | $0.00 | -- |
| Exercise | Class C Common Stock | 274,958 | $0.00 | -- |
| Exercise | Class C Common Stock | 148,835 | $0.00 | -- |
| Exercise | Class C Common Stock | 4,046 | $0.00 | -- |
| Exercise | Class C Common Stock | 1,824 | $0.00 | -- |
| Sale | Class C Common Stock | 71,470 | $145.86 | $10.42M |
| Sale | Class C Common Stock | 82,562 | $145.86 | $12.04M |
| Sale | Class C Common Stock | 42,368 | $145.86 | $6.18M |
| Sale | Class C Common Stock | 1,576 | $145.86 | $230K |
| Sale | Class C Common Stock | 711 | $145.86 | $104K |
| Sale | Class C Common Stock | 108,668 | $146.25 | $15.89M |
| Sale | Class C Common Stock | 125,533 | $146.25 | $18.36M |
| Sale | Class C Common Stock | 64,420 | $146.25 | $9.42M |
| Sale | Class C Common Stock | 2,397 | $146.25 | $351K |
| Sale | Class C Common Stock | 1,080 | $146.25 | $158K |
| Sale | Class C Common Stock | 1,911 | $147.39 | $282K |
| Sale | Class C Common Stock | 2,207 | $147.39 | $325K |
| Sale | Class C Common Stock | 1,133 | $147.39 | $167K |
| Sale | Class C Common Stock | 42 | $147.39 | $6K |
| Sale | Class C Common Stock | 19 | $147.39 | $3K |
| Sale | Class C Common Stock | 1,113 | $148.41 | $165K |
| Sale | Class C Common Stock | 1,285 | $148.41 | $191K |
| Sale | Class C Common Stock | 660 | $148.41 | $98K |
| Sale | Class C Common Stock | 25 | $148.41 | $4K |
| Sale | Class C Common Stock | 11 | $148.41 | $2K |
| 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 B Common Stock — 20,504,540 shares (Indirect, Held through SL SPV-2, L.P.);
Class C Common Stock — 267,847 shares (Indirect, Held through SL SPV-2, L.P.);
Class C Common Stock — 1,166,822 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 October 6, 2025 and October 7, 2025 and initiated in-kind distributions of shares of Class C Common Stock on October 8, 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 October 6, 2025 and October 7, 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 October 8, 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 October 8, 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 63,154, 78, 36,638 and 149,173 shares held by SLTA SPV, SLTA IV, SLTA V and SLG, respectively, on behalf of such individuals, including shares distributed in the October 8, 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 October 8, 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 October 8, 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 $145.01 to $146.0074 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 $146.01 to $146.88 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 $147.06 to $148.0435 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 $148.0647 to $149.0629 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 did Silver Lake report on Dell (DELL) in the Form 4 filings?
The filings disclose conversions of Class B into Class C shares, multiple sales on 10/06/2025–10/07/2025 at weighted average prices from $145.01 to $149.0629, and in‑kind distributions on 10/08/2025 exempt under Rule 16a-13.
Were the in‑kind distributions reportable?
No; the distributions of Class C Common Stock on 10/08/2025 were stated to be exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
What price ranges were the sales executed at?
Sales were reported in multiple ranges with weighted average prices reflecting transactions from $145.01 to $149.0629 per share across the different sale groups.