0001181431-12-059497 4 1 20121115 20121119 20121119 Maritz Paul 0001439714 4 34 001-33622 121216261 3401 HILLVIEW AVE. PALO ALTO CA 94304 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 rrd360750.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 Maritz Paul VMWARE, INC. [ VMW ] Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title (Last) (First) (Middle) 3. Date of Earliest below) _____ Other 3401 HILLVIEW AVE. Transaction (MM/DD/YYYY) (specify below) 11/15/2012 Director (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 Acquired (A) or Disposed 5. Amount of 6. Ownership Form: 7. Nature of (Instr. 3) Deemed Code of (D) Securities Direct (D) or Indirect Beneficial Execution (Instr. 8) (Instr. 3, 4 and 5) Beneficially Owned Indirect (I) Ownership (Instr. Date, if Following Reported (Instr. 4) 4) any (A) Transaction(s) or (Instr. 3 and 4) Code V Amount (D) Price Class A Common Stock 11/15/2012 F 2866 (1) D $84.77 38388 D Class A Common Stock 11/16/2012 M 500000 A $33.95 538388 D Class A Common Stock 11/16/2012 F 338878 (2) D $85.81 199510 D Class A Common Stock 11/19/2012 S 161122 D $86.66 (3) (4) 38388 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 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Conversion Deemed Code Derivative and Expiration Date Securities Underlying of derivative Ownership of Security or 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 and Following Direct (D) (Instr. 4) Security 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 Employee Stock Class A Option (right $33.95 11/16/2012 M 500000 (5) 9/14/2014 Common 500000 $0 500000 D to buy) Stock Explanation of Responses: (1) Shares withheld by VMware, Inc. to satisfy taxes payable in connection with the vesting of previously awarded restricted stock units. (2) Shares withheld by VMware, Inc. to satisfy exercise price and taxes payable in connection with Mr. Maritz's stock option exercise. (3) Price represents weighted average for sales reported. The range of prices for the sales reported is $86.19 through $87.085. (4) The reporting person will provide upon request by the Securities and Exchange Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. (5) 25% of the option shares vested on September 10, 2009. The remaining 75% vested monthly thereafter over three years. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Maritz Paul 3401 HILLVIEW AVE. X Director PALO ALTO, CA 94304 Signatures Larry Wainblat, attorney-in-fact 11/19/2012 ** 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.