0001209191-19-000495 4 1 20181228 20190102 20190102 CARTY DONALD J 0001077830 4 34 001-33622 19503250 C/O DELL INC. ONE DELL WAY ROUND ROCK TX 78682-2244 VMWARE, INC. 0001124610 7372 943292913 DE 0201 3401 HILLVIEW AVENUE PALO ALTO CA 94304 (650) 427-5000 3401 HILLVIEW AVENUE PALO ALTO CA 94304 VMWARE INC 20000923 4 1 doc4.xml FORM 4 SUBMISSION 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 CARTY DONALD J VMWARE, INC. [ VMW ] Issuer (Check all applicable) __X__ Director _____ (Last) (First) (Middle) 3. Date of Earliest 10% Owner 3401 HILLVIEW AVENUE Transaction (MM/DD/YYYY) _____ Officer (give title 12/28/2018 below) _____ Other (specify below) (Street) 4. If Amendment, Date 6. Individual or PALO ALTO, CA 94303 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. 2A. 3. Trans. 4. Securities 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Trans. Deemed Code Acquired (A) or Securities Form: Direct Indirect Date Execution (Instr. 8) Disposed of (D) Beneficially (D) or Beneficial Date, if (Instr. 3, 4 and Owned Indirect (I) Ownership any 5) Following (Instr. 4) (Instr. 4) Reported Transaction(s) (Instr. 3 and 4) (A) or Code V Amount (D) Price Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivate 2. Conversion 3. Trans. Date 3A. Deemed 4. Trans. 5. Number of 6. Date Exercisable and Expiration 7. Title and Amount of 8. Price of 9. Number of 10. 11. Nature Security or Exercise Execution Code Derivative Securities Date Securities Underlying Derivative derivative Ownership of (Instr. 3) Price of Date, if (Instr. 8) Acquired (A) or Derivative Security Security Securities Form of Indirect Derivative any Disposed of (D) (Instr. 3 and 4) (Instr. 5) Beneficially Derivative Beneficial Security (Instr. 3, 4 and 5) Owned Security: Ownership Following Direct (D) (Instr. 4) Reported or Transaction(s) Indirect (Instr. 4) (I) Date Amount or (Instr. 4) Exercisable Expiration Date Title Number of Code V (A) (D) Shares Dell Technologies see footnote Class V common (1) (2) 12/28/2018 J 3566 (1) (2) (1) (2) 2 (1) (2) (1) (2) 0 D stock Explanation of Responses: (1) Disposed of in connection with share exchange transaction conducted by Dell Technologies ("DT") pursuant to which each outstanding share of DT Class V common stock was exchanged for either (i) 1.8066 shares of DT Class C common stock, or (ii) $120.00 in cash, subject to a cap of $14 billion on the aggregate amount of cash consideration. Pursuant to the DT share exchange transaction, DT Class V common stock was eliminated. (2) DT Class V common stock was intended to track and reflect the economic performance of the Class V Group of DT, which had attributed to it the economic value of a portion of DT's controlling interest in VMware. Accordingly, the Class V stock may have been considered a derivative security relating to VMware Class A common stock or an equity security relating to VMware. The filing of this Form 4 shall not be deemed an admission that the Class V stock was a derivative security relating to VMware Class A common stock or an equity security relating to VMware for purposes of Section 16 of the Securities Exchange Act of 1934. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CARTY DONALD J 3401 HILLVIEW AVENUE X PALO ALTO, CA 94303 Signatures Larry Wainblat, attorney-in-fact 1/2/2019 ** 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.