Explanatory Note
This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the
United States Securities and Exchange Commission (“SEC”) on November 3, 2021, as amended by amendment No. 2 filed with the SEC on May 26, 2022 (as amended, the “Schedule 13D”) relating to the shares of Class A
Common Stock, $0.01 par value per share (the “Class A Common Stock”) of VMware, Inc., a Delaware corporation (the “Issuer”).
The
Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the
Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.
Item 4. Purpose of
Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On November 22, 2023 (the “Closing Date”), Broadcom Inc. (“Broadcom”) acquired the Issuer pursuant to an Agreement and Plan of Merger
dated as of May 26, 2022 (the “Merger Agreement”) by and among the Issuer, Broadcom, Verona Holdco, Inc., a direct wholly owned subsidiary of the Issuer (“Holdco”), Verona Merger Sub, Inc., a direct wholly owned subsidiary
of Holdco (“Merger Sub 1”), Barcelona Merger Sub 2, Inc., a direct wholly owned subsidiary of Broadcom (“Merger Sub 2”) and Barcelona Merger Sub 3, LLC, a direct wholly owned subsidiary of Broadcom (“Merger Sub 3”). On
the Closing Date, among other things, (i) Merger Sub 1 merged with and into the Issuer (the “First Merger”), with the Issuer continuing as the surviving corporation in the First Merger (the “Surviving Company”) and becoming
a wholly owned subsidiary of Holdco; (ii) following the First Merger, the Surviving Company was converted from a Delaware corporation into a Delaware limited liability company (the “Conversion”); (iii) following the Conversion, Merger
Sub 2 merged with and into Holdco (the “Second Merger”), with Holdco continuing as the surviving corporation in the Second Merger (the “Holdco Surviving Company”) and becoming a wholly owned subsidiary of Broadcom; and
(iv) following the Second Merger, the Holdco Surviving Company merged with and into Merger Sub 3 (the “Third Merger,” and together with the First Merger, the Conversion and the Second Merger, the “Transactions”), with Merger
Sub 3 continuing as the surviving limited liability company and as a wholly owned subsidiary of Broadcom.
As a result of the Transactions, each share of
Class A Common Stock issued and outstanding immediately prior to the effective time of the Second Merger was indirectly converted into the right to receive, at the election of the holder of such share of Class A Common Stock, (a) $142.50
per share in cash, without interest (the “Cash Consideration”), or (b) 0.25200 shares of common stock, par value $0.001 per share, of Broadcom (the “Stock Consideration”). In accordance with the proration procedures, of the
Issuer’s stockholders that elected to receive Stock Consideration, approximately 52.1% of such outstanding shares of Class A Common Stock were converted into Stock Consideration and approximately 47.9% of such outstanding shares of
Class A Common Stock were converted into Cash Consideration. The aggregate of 42,050,818 shares of Class A Common Stock held by Reporting Persons was converted into an aggregate of 5,520,277 shares of common stock of Broadcom and
approximately $2,870,654,378, plus cash in lieu of fractional shares, and, as such the Reporting Persons no longer beneficially own any shares of Class A Common Stock.
In connection with the Transactions, each share of Class A Common Stock beneficially owned by the persons listed in Annex A of the Schedule 13D filed by
the Reporting Persons on November 3, 2021 (“Annex A”) as reported on such Annex A, was indirectly converted into the right to receive, at the election of the holder of such share of Class A Common Stock, Cash Consideration or
Stock Consideration, as adjusted pursuant to the terms of the Merger Agreement.
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