Silver Lake Group, L.L.C.'s Form 4 filing
Dell Technologies Inc. (DELL) · filed Dec 9, 2024
- Accession no.
- 0000950170-24-134710
- Filed
- Dec 9, 2024, 7:57 PM ET
- Trade date
- Dec 6, 2024
- Filing delay
- 3 days
- Rule 10b5-1 plan
- Not checked
This filing lists 20 non-derivative transactions and 5 derivative transactions. Open-market sales total $148.3M. It was filed 3 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Silver Lake Group, L.L.C.CIK 0001418226 | Director, 10% Owner |
| Silver Lake Partners IV, L.P.CIK 0001552054 | Director, 10% Owner |
| Durban EgonCIK 0001651403 | Director |
| Silver Lake Technology Investors IV, L.P.CIK 0001672565 | Director, 10% Owner |
| Silver Lake Technology Associates IV, L.P.CIK 0001672566 | Director, 10% Owner |
| Slta IV (GP), L.L.C.CIK 0001672568 | Director, 10% Owner |
| SL SPV-2, L.P.CIK 0001767114 | Director, 10% Owner |
| Slta SPV-2, L.P.CIK 0001767115 | Director, 10% Owner |
| Slta SPV-2 (GP), L.L.C.CIK 0001767116 | Director, 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Dec 6, 2024 | Class C Common Stock | MOption exerciseAcquired | +681,886 | –F1,F2 | – | 745,822 | Indirect | |
| Dec 6, 2024 | Class C Common Stock | MOption exerciseAcquired | +699,989 | –F1,F2 | – | 751,675 | Indirect | |
| Dec 6, 2024 | Class C Common Stock | MOption exerciseAcquired | +378,904 | –F1,F2 | – | 411,498 | Indirect | |
| Dec 6, 2024 | Class C Common Stock | MOption exerciseAcquired | +10,299 | –F1,F2 | – | 10,299 | Indirect | |
| Dec 6, 2024 | Class C Common Stock | MOption exerciseAcquired | +4,644 | –F1,F2 | – | 4,644 | Indirect | |
| Dec 6, 2024 | Class C Common Stock | SSaleDisposed | −97,743 | $123.00 | −$12,022,389 | 648,079 | Indirect | |
| Dec 6, 2024 | Class C Common Stock | SSaleDisposed | −112,644 | $123.00 | −$13,855,212 | 639,031 | Indirect | |
| Dec 6, 2024 | Class C Common Stock | SSaleDisposed | −58,060 | $123.00 | −$7,141,380 | 353,438 | Indirect | |
| Dec 6, 2024 | Class C Common Stock | SSaleDisposed | −2,142 | $123.00 | −$263,466 | 8,157 | Indirect | |
| Dec 6, 2024 | Class C Common Stock | SSaleDisposed | −966 | $123.00 | −$118,818 | 3,678 | Indirect | |
| Dec 6, 2024 | Class C Common Stock | SSaleDisposed | −248,791 | $123.20F16 | −$30,651,051.2 | 399,288 | Indirect | |
| Dec 6, 2024 | Class C Common Stock | SSaleDisposed | −286,714 | $123.20F16 | −$35,323,164.8 | 352,317 | Indirect | |
| Dec 6, 2024 | Class C Common Stock | SSaleDisposed | −147,783 | $123.20F16 | −$18,206,865.6 | 205,655 | Indirect | |
| Dec 6, 2024 | Class C Common Stock | SSaleDisposed | −5,453 | $123.20F16 | −$671,809.6 | 2,704 | Indirect | |
| Dec 6, 2024 | Class C Common Stock | SSaleDisposed | −2,459 | $123.20F16 | −$302,948.8 | 1,219 | Indirect | |
| Dec 6, 2024 | Class C Common Stock | SSaleDisposed | −86,041 | $124.49F17 | −$10,711,244.09 | 313,247 | Indirect | |
| Dec 6, 2024 | Class C Common Stock | SSaleDisposed | −99,157 | $124.49F17 | −$12,344,054.93 | 253,160 | Indirect | |
| Dec 6, 2024 | Class C Common Stock | SSaleDisposed | −51,109 | $124.49F17 | −$6,362,559.41 | 154,546 | Indirect | |
| Dec 6, 2024 | Class C Common Stock | SSaleDisposed | −1,886 | $124.49F17 | −$234,788.14 | 818 | Indirect | |
| Dec 6, 2024 | Class C Common Stock | SSaleDisposed | −850 | $124.49F17 | −$105,816.5 | 369 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Dec 6, 2024 | Class C Common Stock | MOption exerciseDisposed | −681,886 | $0.00 | $0 | 24,578,303 | Indirect | |
| Dec 6, 2024 | Class C Common Stock | MOption exerciseDisposed | −699,989 | $0.00 | $0 | 25,230,863 | Indirect | |
| Dec 6, 2024 | Class C Common Stock | MOption exerciseDisposed | −378,904 | $0.00 | $0 | 13,657,432 | Indirect | |
| Dec 6, 2024 | Class C Common Stock | MOption exerciseDisposed | −10,299 | $0.00 | $0 | 371,230 | Indirect | |
| Dec 6, 2024 | Class C Common Stock | MOption exerciseDisposed | −4,644 | $0.00 | $0 | 167,403 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
SL SPV-2, L.P. ("SPV-2"), Silver Lake Partners IV, L.P. ("SLP IV") and 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 December 5, 2024 and December 6, 2024 and initiated in-kind distributions of shares of Class C Common Stock on December 9, 2024, which are being reported on a separate Form 4 filed on the date hereof. 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.
Referenced by the price of 5 transactions in Table I.
- F2
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 December 5, 2024 and December 6, 2024, 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 distributions and sales described in footnote (1) above.
Referenced by the price of 5 transactions in Table I.
- F16
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.755 to $123.740 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.
Referenced by the price of 5 transactions in Table I.
- F17
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.00 to $124.998 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.
Referenced by the price of 5 transactions in Table I.
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 a separate Form 4. Because no more than 30 transactions can be listed on each Table of the Form 4 filing, the Reporting Persons have filed a separate Form 4 reporting additional transactions.