SEC Form 4 · accession 0001193125-26-260118
Dell Technologies Inc. · DELL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class C Common StockF1,F2,F3,F4 | Jun 3, 2026 | M | 91,886 | — | A | 91,886 | I | Held through Silver Lake Partners IV, L.P. |
| Class C Common StockF10,F3,F4 | Jun 3, 2026 | S | 31,770 | $420.22 | D | 60,116 | I | Held through Silver Lake Partners IV, L.P. |
| Class C Common StockF11,F3,F4 | Jun 3, 2026 | S | 24,106 | $421.20 | D | 36,010 | I | Held through Silver Lake Partners IV, L.P. |
| Class C Common StockF12,F3,F4 | Jun 3, 2026 | S | 190 | $422.04 | D | 35,820 | I | Held through Silver Lake Partners IV, L.P. |
| Class C Common StockF13,F3,F4 | Jun 3, 2026 | S | 8,476 | $425.37 | D | 27,344 | I | Held through Silver Lake Partners IV, L.P. |
| Class C Common StockF14,F3,F4 | Jun 3, 2026 | S | 3,141 | $426.43 | D | 24,202 | I | Held through Silver Lake Partners IV, L.P. |
| Class C Common StockF15,F3,F4 | Jun 3, 2026 | S | 4,706 | $427.58 | D | 19,497 | I | Held through Silver Lake Partners IV, L.P. |
| Class C Common StockF16,F3,F4 | Jun 3, 2026 | S | 3,055 | $428.40 | D | 16,441 | I | Held through Silver Lake Partners IV, L.P. |
| Class C Common StockF17,F3,F4 | Jun 3, 2026 | S | 3,880 | $429.61 | D | 12,562 | I | Held through Silver Lake Partners IV, L.P. |
| Class C Common StockF18,F3,F4 | Jun 3, 2026 | S | 5,041 | $430.07 | D | 7,521 | I | Held through Silver Lake Partners IV, L.P. |
| Class C Common StockF1,F3,F4 | Jun 3, 2026 | J | 7,521 | — | D | 0 | I | Held through Silver Lake Partners IV, L.P. |
| Class C Common StockF8,F1 | Jun 3, 2026 | G | 7,487 | — | D | 1,313,489 | D | |
| Class C Common StockF4,F5 | holding | — | — | — | 4,891 | I | Held through Silver Lake Group, L.L.C. | |
| Class C Common StockF6 | holding | — | — | — | 4,277 | I | See footnote | |
| Class C Common StockF7 | holding | — | — | — | 129,705 | I | See footnote | |
| Class C Common StockF9 | holding | — | — | — | 46,753 | I | See footnote | |
| Class C Common StockF19 | holding | — | — | — | 94,207 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF3,F4,F2 | — | Jun 3, 2026 | M | 91,886 | D | — | — | Class C Common Stock | 91,886 | 18,234,475 | I |
| Class B Common StockF20,F2 | — | holding | — | — | — | — | — | Class C Common Stock | 28,022,439 | 28,022,439 | I |
Explanation of responses
- F1Silver Lake Technology Investors V, L.P., SL SPV-2, L.P., Silver Lake Partners IV, L.P., Silver Lake Partners V DE (AIV), L.P., Silver Lake Technology Investors IV, L.P. 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 June 3, 2026 and initiated in-kind distributions of shares of Class C Common Stock on June 3, 2026. 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.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $420.0000 to $420.9918 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.
- F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $421.0000 to $421.9800 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.
- F12The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $422.0200 to $422.0500 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.
- F13The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $425.0000 to $425.9500 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.
- F14The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $426.0000 to $426.8900 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.
- F15The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $427.0000 to $427.9700 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.
- F16The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $428.0000 to $428.9058 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.
- F17The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $429.0000 to $429.9993 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.
- F18The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $430.0000 to $430.9900 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.
- F19Following the transactions described in footnote (1), SL SPV-2, L.P. directly holds 0 shares of Class C Common Stock, Silver Lake Partners V DE (AIV), L.P. directly holds 94,207 shares of Class C Common Stock, Silver Lake Technology Investors IV, L.P. directly holds 0 shares of Class C Common Stock, and Silver Lake Technology Investors V, L.P. directly holds 0 shares of Class C Common Stock, which securities and related transactions are reported on separate Form 4 filings.
- F2Each 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 June 3, 2026, 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.
- F20Following the transactions described in footnote (1), SL SPV-2, L.P. directly holds 17,762,868 shares of Class B Common Stock, Silver Lake Partners V DE (AIV), L.P. directly holds 9,870,299 shares of Class B Common Stock, Silver Lake Technology Investors IV, L.P. directly holds 268,289 shares of Class B Common Stock and Silver Lake Technology Investors V, L.P. directly holds 120,983 shares of Class B Common Stock, which securities are reported on separate Form 4 filings.
- F3These securities are directly held by Silver Lake Partners IV, L.P. The general partner of Silver Lake Partners IV, L.P. is Silver Lake Technology Associates IV, L.P. and the general partner of Silver Lake Technology Associates IV, L.P. is SLTA IV (GP), L.L.C.
- F4Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA IV (GP), L.L.C. 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.
- F5Reflects shares of Class C Common Stock held by SLG. Shares held include shares of Class C Common Stock received in connection with the distributions described herein on June 3, 2026. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
- F6These shares of Class C 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 June 3, 2026. 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.
- F7In connection with the distributions described in footnote (1) above, distributions of certain shares were initiated to certain employees and managing members of SLG or its affiliates, including Mr. Durban. This amount reflects 24,563, 14,785 and 90,357 shares held by SLTA SPV-2, L.P., Silver Lake Technology Associates V, L.P. and SLG, respectively, on behalf of such individuals, including shares distributed in the June 3, 2026 distributions. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
- F8Represents shares of Class C Common Stock held directly by Mr. Durban. The 7,487 shares represent shares of Class C Common Stock deemed received by Mr. Durban in connection with the distribution of shares of Class C Common Stock described herein on June 3, 2026, all of which were donated on such day to a charitable foundation. The deemed receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
- F9Represents 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 June 3, 2026. 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.
Remarks
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. Due to certain reporting restrictions including that no more than 30 transactions can be listed on each Table of the Form 4 filing and no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed separate Forms 4 reporting additional transactions.