SEC Form 4 · accession 0001193125-26-397994
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 | Sep 18, 2026 | J | 101,327 | — | D | 0 | I | Held through Silver Lake Partners IV, L.P. |
| Class C Common StockF9,F3,F4 | Sep 21, 2026 | S | 3,949 | $569.40 | D | 839 | I | Held through Silver Lake Group, L.L.C. |
| Class C Common StockF9,F5 | Sep 21, 2026 | S | 2,645 | $569.40 | D | 561 | I | See footnote |
| Class C Common StockF10,F3,F4 | Sep 21, 2026 | S | 839 | $571.51 | D | 0 | I | Held through Silver Lake Group, L.L.C. |
| Class C Common StockF10,F5 | Sep 21, 2026 | S | 561 | $571.51 | D | 0 | I | See footnote |
| Class C Common StockF6 | holding | — | — | — | 278,010 | I | See footnote | |
| Class C Common StockF7 | holding | — | — | — | 1,407,086 | D | ||
| Class C Common StockF8 | holding | — | — | — | 52,149 | I | See footnote |
Table II — derivative securities
Explanation of responses
- F1SL SPV-2, L.P., Silver Lake Partners IV, L.P., Silver Lake Partners V DE (AIV), L.P. 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 18, 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 $571.265 to $572.105 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.
- F2These securities are 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.
- F3Silver 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 the CEO and a Managing Member of SLG. Each of the Reporting Persons may be deemed a director by deputization of the Issuer.
- F4Reflects shares of Class C Common Stock held by SLG, including shares received in connection with the distribution of shares of Class C Common Stock described herein on September 18, 2026. The receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
- F5These 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 September 18, 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.
- F6In 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 47,347, 148,194, 39,034 and 43,435 shares held by SLTA SPV-2, L.P., Silver Lake Technology Associates IV, L.P., Silver Lake Technology Associates V, L.P. and SLG, respectively, on behalf of such individuals, including shares distributed in the September 18, 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.
- F7Reflects shares of Class C Common Stock held directly by Mr. Durban, including shares received in connection with the distributions of shares of Class C Common Stock on September 18, 2026. The deemed receipt of such shares of Class C Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
- F8Reflects 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 18, 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.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $569.245 to $569.525 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.
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. Because 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.