Statement of Changes in Beneficial Ownership (4)
March 24 2020 - 4:51PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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VMW Holdco LLC |
2. Issuer Name and Ticker or Trading Symbol
VMWARE, INC.
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VMW
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
ONE DELL WAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/21/2020 |
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(Street)
ROUND ROCK, TX 78682
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 3/21/2020 | | J(1) | | 4178605 | A | (1) | 24178605 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Class B Common Stock | (2) | 3/21/2020 | | J (1) | | 15821395 | | (2) | (2) | Class A Common Stock | 15821395 | (1) | 75821395 | D | |
| Explanation of Responses: |
| (1) | Reflects a capital contribution of shares of Class A Common Stock of VMware, Inc. (the "Issuer") and Class B Common Stock of the Issuer from EMC Corporation ("EMC") to its wholly-owned subsidiary, VMW Holdco LLC. EMC is directly wholly owned by Dell Inc., which in turn is indirectly wholly owned by Dell Technologies Inc. through its directly held wholly-owned subsidiary Denali Intermediate Inc. EMC continues to be the record holder of 6,500,000 shares of Class A Common Stock and 224,178,605 shares of Class B Common Stock and EMC Equity Assets LLC, a wholly-owned subsidiary of EMC is the record holder of 7,221,836 shares of Class B Common Stock. |
| (2) | Each share of Class B Common Stock of the Issuer is convertible into one share of Class A Common Stock of the Issuer at any time, upon the election of the holder. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
VMW Holdco LLC
ONE DELL WAY
ROUND ROCK, TX 78682 | X | X |
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Signatures
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| VMW Holdco LLC By: /s/ Robert Potts, Senior Vice President & Assistant Secretary | | 3/24/2020 |
| **Signature of Reporting Person | Date |
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