SEC Form 4 · accession 0001193125-26-262696
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 StockF10,F3,F4 | Jun 4, 2026 | S | 16,151 | $421.85 | D | 90,136 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF11,F3,F4 | Jun 4, 2026 | S | 8,774 | $422.97 | D | 81,362 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF12,F3,F4 | Jun 4, 2026 | S | 15,979 | $423.94 | D | 65,383 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF13,F3,F4 | Jun 4, 2026 | S | 19,669 | $425.02 | D | 45,714 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF14,F3,F4 | Jun 4, 2026 | S | 7,356 | $425.83 | D | 38,358 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF15,F3,F4 | Jun 4, 2026 | S | 8,847 | $427.12 | D | 29,511 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF16,F3,F4 | Jun 4, 2026 | S | 5,676 | $428.08 | D | 23,835 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF17,F3,F4 | Jun 4, 2026 | S | 1,087 | $428.89 | D | 22,748 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF18,F3,F4 | Jun 4, 2026 | S | 203 | $430.11 | D | 22,545 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF1,F3,F4 | Jun 4, 2026 | J | 22,545 | — | D | 0 | I | Held through SL SPV-2, L.P. |
| Class C Common StockF4,F5 | holding | — | — | — | 7,501 | I | Held through Silver Lake Group, L.L.C. | |
| Class C Common StockF6 | holding | — | — | — | 4,610 | I | See footnote | |
| Class C Common StockF7 | holding | — | — | — | 155,344 | I | See footnote | |
| Class C Common StockF8 | holding | — | — | — | 1,313,489 | D | ||
| Class C Common StockF9 | holding | — | — | — | 47,035 | I | See footnote | |
| Class C Common StockF19 | holding | — | — | — | 28,595 | I | See footnote |
Table II — derivative securities
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 4, 2026 and initiated in-kind distributions of shares of Class C Common Stock on June 4, 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 $421.4100 to $422.4000 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 $422.5100 to $423.5000 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 $423.5100 to $424.5000 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 $424.5100 to $425.5026 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 $425.5100 to $426.4800 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 $426.5779 to $427.5675 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 $427.5700 to $428.5600 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 $428.5800 to $429.3800 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 $429.9000 to $430.3700 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), Silver Lake Partners IV, L.P. directly holds 0 shares of Class C Common Stock, Silver Lake Partners V DE (AIV), L.P. directly holds 28,595 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 4, 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.
- F3These securities are directly held by SL SPV-2, L.P. The general partner of SL SPV-2, L.P. is SLTA SPV-2, L.P. and the general partner of SLTA SPV-2, L.P. is SLTA SPV-2 (GP), L.L.C.
- F4Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA SPV-2 (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 4, 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 4, 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, 20,747, 109,978 and 56 shares held by SLTA SPV-2, L.P., Silver Lake Technology Associates V, L.P., SLG and Silver Lake Secondary Holdings L.P., respectively, on behalf of such individuals, including shares distributed in the June 4, 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 by Mr. Durban including shares received in connection with the distributions of shares of Class C Common Stock on June 4, 2026. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. Mr. Durban has filed a separate Form 4 reporting transactions in securities of the Issuer on June 4, 2026.
- 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 4, 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.