0001123292-17-000343 4/A 1 20161219 20170210 20170210 VMWARE, INC. 0001124610 7372 943292913 DE 1231 3401 HILLVIEW AVENUE PALO ALTO CA 94304 (650) 427-5000 3401 HILLVIEW AVENUE PALO ALTO CA 94304 VMWARE INC 20000923 EMC CORP 0000790070 3572 MA 1231 4/A 34 001-33622 17593898 176 SOUTH STREET HOPKINTON MA 01748-9103 5082937208 176 SOUTH STREET HOPKINTON MA 01748-9103 Dell Technologies Inc 0001571996 3571 DE 4/A 34 001-33622 17593899 ONE DELL WAY ROUND ROCK TX 78682 800-289-3355 ONE DELL WAY ROUND ROCK TX 78682 Denali Holding Inc. 20130313 4/A 1 edgar.xml PRIMARY DOCUMENT FORM 4 OMB APPROVAL [ ] Check this OMB Number: box if no longer UNITED STATES SECURITIES AND EXCHANGE COMMISSION 3235-0287 subject to Washington, D.C. 20549 Estimated Section 16. Form STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF average burden 4 or Form 5 SECURITIES hours per obligations may response... 0.5 continue. See Instruction 1(b). Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 1. Name and Address of Reporting 2. Issuer Name and Ticker 5. Relationship of Person * or Trading Symbol Reporting Person(s) to Dell Technologies Inc VMWARE, INC. [ VMW ] Issuer (Check all applicable) _____ Director __X__ (Last) (First) (Middle) 3. Date of Earliest 10% Owner ONE DELL WAY Transaction (MM/DD/YYYY) _____ Officer (give title 12/19/2016 below) _____ Other (specify below) (Street) 4. If Amendment, Date 6. Individual or ROUND ROCK, TX 78682 Original Filed Joint/Group Filing (Check (City) (State) (Zip) (MM/DD/YYYY) Applicable Line) 12/20/2016 ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security 2. Trans. Date 2A. 3. Trans. 4. Securities Acquired (A) or 5. Amount of 6. Ownership Form: 7. Nature of (Instr. 3) Deemed Code Disposed of (D) Securities Direct (D) or Indirect Execution (Instr. 8) (Instr. 3, 4 and 5) Beneficially Owned Indirect (I) Beneficial Date, if Following Reported (Instr. 4) Ownership (Instr. any (A) Transaction(s) 4) or (Instr. 3 and 4) Code V Amount (D) Price Class A Common Stock 12/19/2016 S 4775142 D $80.1712 (1) 38250166 I See Footnote (2) Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. 3A. 4. Trans. 5. Number of 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Conversion Trans. Deemed Code Derivative and Expiration Date Securities Underlying of derivative Ownership of Security or Date Execution (Instr. 8) Securities Derivative Security Derivative Securities Form of Indirect (Instr. 3) Exercise Date, if Acquired (A) or (Instr. 3 and 4) Security Beneficially Derivative Beneficial Price of any Disposed of (D) (Instr. 5) Owned Security: Ownership Derivative (Instr. 3, 4 Following Direct (D) (Instr. 4) Security and 5) Reported or Transaction(s) Indirect Date Expiration Amount or (Instr. 4) (I) Exercisable Date Title Number of (Instr. 4) Code V (A) (D) Shares Explanation of Responses: (1) This Form 4/A is being filed to provide the final price per share paid for the Class A Common Stock in the reported transaction, which was calculated in the manner reported in the Form 4 filed by the Reporting Persons on December 20, 2016. The Reporting Persons are filing a separate Form 4 filing reporting the additional shares of Class A Common Stock sold in the transaction, expected to close on February 15, 2017. (2) The 4,775,142 shares of Class A Common Stock sold in the reported transaction, which closed on December 22, 2016, were held directly by EMC Equity Assets LLC, a direct wholly-owned subsidiary of EMC Corporation ("EMC"). Following the reported transaction, EMC is the record holder of 35,139,359 shares of the 38,250,166 shares of Class A Common Stock reported in Column 5 of Table I, and EMC Equity Assets LLC is the record holder of the remainder of the shares of Class A Common Stock reported in Column 5 of Table I. 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. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dell Technologies Inc ONE DELL WAY X ROUND ROCK, TX 78682 EMC CORP ONE DELL WAY X ROUND ROCK, TX 78682 Signatures Dell Technologies Inc. By: /s/ Janet B. Wright, Senior Vice 2/10/2017 President & Assistant Secretary ** Signature of Reporting Person Date EMC Corporation By: /s/ Janet B. Wright, Senior Vice President & 2/10/2017 Assistant Secretary ** Signature of Reporting Person Date Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. 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