0001181431-13-059128 4 1 20131112 20131114 20131114 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 Maritz Paul 0001439714 4 34 001-33622 131222067 3401 HILLVIEW AVE. PALO ALTO CA 94304 4 1 rrd395339.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 _____ (Last) (First) (Middle) 3. Date of Earliest 10% Owner 3401 HILLVIEW AVE. Transaction (MM/DD/YYYY) _____ Officer (give title 11/12/2013 below) _____ Other (specify below) (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 11/12/2013 M 500000 A $33.95 536000 D Class A Common Stock 11/12/2013 M 100000 A $31.59 636000 D Class A Common Stock 11/12/2013 F 432445 (1) D $80.66 203555 D Class A Common Stock 11/13/2013 S 24872 D $79.87 (2) (3) 178683 D Class A Common Stock 11/13/2013 S 142683 D $80.88 (3) (4) 36000 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 Security Conversion Deemed Code Derivative and 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 $33.95 11/12/2013 M 500000 (5) 9/10/2014 Common 500000 $0 0 D (right-to-buy) Stock Employee Stock Class A Option $31.59 11/12/2013 M 100000 (6) 8/12/2015 Common 100000 $0 1340006 D (right-to-buy) Stock Explanation of Responses: (1) Shares withheld by VMware, Inc. to satisfy exercise price and taxes payable in connection wtih Mr. Maritz's stock option exercises. (2) Price represents weighted average for sales reported. The range of prices for the sales reported is $79.54 through $80.51. (3) 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. (4) Price represents weighted average for sales reported. The range of prices for the sales reported is $80.55 through $81.49. (5) 25% of the option shares vested on September 10, 2009. The remaining 75% vested monthly thereafter over three years. (6) 312,001 option shares were fully vested as of the grant date (August 12, 2009). The remaining 1,128,005 option shares vested ratably each month until fully vested in March 2013. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Maritz Paul 3401 HILLVIEW AVE. X PALO ALTO, CA 94304 Signatures Larry Wainblat, attorney-in-fact 11/14/2013 ** 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.