0001181431-11-053322 4 1 20111020 20111024 20111024 Smith S. Dawn 0001473973 4 34 001-33622 111155146 3401 HILLVIEW AVENUE PALO ALTO CA 94304 Smith Dawn 20091006 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 4 1 rrd324091.xml FORM 4 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 Smith S. Dawn VMWARE, INC. [ VMW ] Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title (Last) (First) (Middle) 3. Date of Earliest below) _____ Other 3401 HILLVIEW AVENUE Transaction (MM/DD/YYYY) (specify below) 10/20/2011 Senior VP and General Counsel (Street) 4. If Amendment, Date 6. Individual or PALO ALTO, CA 94304 Original Filed Joint/Group Filing (Check (City) (State) (Zip) (MM/DD/YYYY) Applicable Line) _X _ Form filed by One Reporting Person ___ 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 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Deemed Code Acquired (A) or Securities Form: Direct Indirect Execution (Instr. 8) Disposed of (D) Beneficially (D) or Indirect Beneficial Date, if (Instr. 3, 4 and Owned Following (I) (Instr. 4) Ownership any 5) Reported (Instr. 4) Transaction(s) (A) (Instr. 3 and or 4) Code V Amount (D) Price Class A Common Stock 10/20/2011 M 5625 A $45.05 0 D Class A Common Stock 10/20/2011 S 10423 D $96.25 35913 D Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. Trans. Date 3A. 4. Trans. 5. Number of 6. Date Exercisable and 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Security Conversion Deemed Code Derivative Expiration Date Securities Underlying of derivative Ownership of (Instr. 3) or Execution (Instr. 8) Securities Acquired Derivative Security Derivative Securities Form of Indirect Exercise Date, if (A) or Disposed of (Instr. 3 and 4) Security Beneficially Derivative Beneficial Price of any (D) (Instr. 5) Owned Security: Ownership Derivative (Instr. 3, 4 and 5) Following Direct (D) (Instr. 4) Security Reported or Transaction(s) Indirect Date Expiration Amount or (Instr. 4) (I) Exercisable Date Title Number of (Instr. 4) Code V (A) (D) Shares Employee Stock Class A Option $45.05 10/20/2011 M 5625 (1) 10/14/2015 Common 5625 $0 45000 D (right-to-buy) Stock Explanation of Responses: (1) The option, representing a right to purchase a total of 90,000 shares of Class A Common stock, became exercisable as to one-quarter of the shares on October 14, 2010, and vests in 36 equal monthly installments as to the remaining shares until fully exercisable on October 14, 2013. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith S. Dawn Senior VP and General 3401 HILLVIEW AVENUE Counsel PALO ALTO, CA 94304 Signatures Larry Wainblat, attorney-in-fact 10/24/2011 ** 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. 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.