0001123292-16-002687 3 2 20160907 20160907 20160907 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 DELL MICHAEL S 0000908724 3 34 001-33622 161874459 C/O DELL INC. ONE DELL WAY ROUND ROCK TX 78682-2244 3 1 edgar.xml PRIMARY DOCUMENT FORM 3 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB Number: Washington, D.C. 20549 3235-0104 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF Estimated SECURITIES average burden hours per response... 0.5 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. Date of Event 3. Issuer Name and Ticker or Trading Person * Requiring Symbol DELL MICHAEL S Statement VMWARE, INC. [VMW] (MM/DD/YYYY) 9/7/2016 (Last) (First) (Middle) 4. Relationship of Reporting Person(s) to Issuer (Check ONE DELL WAY all applicable) __X__ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Street) 5. If Amendment, 6. Individual or Joint/Group ROUND ROCK, TX 78682 Date Original Filing(Check Applicable Line) (City) (State) (Zip) Filed(MM/DD/YYYY) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Beneficially Owned 1.Title of Security 2. Amount of 3. 4. Nature of Indirect (Instr. 4) Securities Ownership Beneficial Ownership Beneficially Form: (Instr. 5) Owned Direct (Instr. 4) (D) or Indirect (I) (Instr. 5) Class A Common Stock 43025308 I See footnote (1) Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivate Security 2. Date Exercisable 3. Title and Amount 4. 5. 6. Nature of (Instr. 4) and Expiration Date of Securities Conversion Ownership Indirect (MM/DD/YYYY) Underlying or Form of Beneficial Derivative Security Exercise Derivative Ownership (Instr. 4) Price of Security: (Instr. 5) Derivative Direct (D) Security or Indirect (I) Date Expiration Title Amount or (Instr. 5) Exercisable Date Number of Shares Class A See Class B Common Stock (2) (2) Common 300000000 (2) I footnote (1) Stock Explanation of Responses: (1) The shares of Class A common stock and Class B common stock are owned of record by EMC Corporation ("EMC"). 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. The reporting person may be deemed to beneficially own securities beneficially owned by EMC by reason of his ownership of securities representing a majority of the voting power represented by all voting securities of Dell Technologies Inc. The reporting person disclaims beneficial ownership of the shares of Class A common stock and Class B common stock held by EMC except to the extent of his pecuniary interest therein. (2) Each share of Class B common stock is convertible into one share of Class A common stock at any time at the holder's election. Remarks: Exhibit 24.1 - Power of Attorney Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DELL MICHAEL S ONE DELL WAY X X ROUND ROCK, TX 78682 Signatures /s/ Janet B. Wright, Attorney-in-Fact 9/7/2016 ** 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 5(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. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. EX-24 2 dellpoavm.htm POWER OF ATTORNEY Exhibit 24.1 Limited Power of Attorney for Section 16 Reporting Obligations The undersigned hereby constitutes and appoints Janet B. Wright, Robert Potts and James Williamson as the undersigned's true and lawful attorneys-in-fact to: (1) execute for and on behalf of the undersigned reports on Forms 3, 4 and 5 relating to VMware, Inc. in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such report on Form 3, 4, or 5 and the timely filing of such form with the Securities and Exchange Commission and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that neither of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney may be revoked only by delivering a signed, original "Revocation of Power of Attorney" to the attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of August, 2016. /s/ Michael S. Dell Name: Michael S. Dell