0000899243-16-028771 3 1 20160907 20160909 20160909 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 SLP Denali Co-Invest, L.P. 0001590159 DE 1231 3 34 001-33622 161879574 2775 SAND HILL ROAD SUITE 100 MENLO PARK CA 94025 (650) 233-8020 2775 SAND HILL ROAD SUITE 100 MENLO PARK CA 94025 SLP Denali Co-Invest GP, L.L.C. 0001672569 DE 1231 3 34 001-33622 161879575 C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 (650)233-8120 C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 3 1 doc3.xml FORM 3 SUBMISSION 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 SLP Denali Co-Invest GP, L.L.C. Statement VMWARE, INC. [VMW] (MM/DD/YYYY) 9/7/2016 (Last) (First) (Middle) 4. Relationship of Reporting Person(s) to Issuer (Check C/O SILVER LAKE, 2775 SAND HILL all applicable) ROAD, SUITE 100 _____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Street) 5. If Amendment, 6. Individual or Joint/Group MENLO PARK, CA 94025 Date Original Filing(Check Applicable Line) (City) (State) (Zip) Filed(MM/DD/YYYY) ___ Form filed by One Reporting Person _X_ 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 footnotes (1) (2) (3) 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 Indirect (Instr. 4) and Expiration Date of Securities Conversion Ownership Beneficial Ownership (MM/DD/YYYY) Underlying Derivative or Form of (Instr. 5) Security Exercise Derivative (Instr. 4) Price of Security: 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 (4) (4) Common 300000000 (4) I footnotes (1) (2) (3) Stock Explanation of Responses: (1) The shares of Class A Common Stock and Class B Common Stock are directly owned by EMC Corporation ("EMC"). EMC is directly wholly-owned by Dell Inc., which in turn is indirectly wholly-owned by Dell Technologies Inc. ("Dell Technologies") through its directly held wholly-owned subsidiary Denali Intermediate Inc. Dell Technologies is owned by investors including Silver Lake Partners III, L.P. ("SLP III"), Silver Lake Technology Investors III, L.P. ("SLTI III"), Silver Lake Partners IV, L.P. ("SLP IV"), Silver Lake Technology Investors IV, L.P. ("SLTI IV") and SLP Denali Co-Invest, L.P. ("SLP Denali," and together with SLP III, SLTI III, SLP IV and SLTI IV, the "Silver Lake Funds"). The Silver Lake Funds have the right, under an agreement with Dell Technologies and other Dell Technologies stockholders, to approve the sale by Dell Technologies or specified subsidiaries of Dell Technologies of any shares of common stock of the Issuer held by them. (2) Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III (GP), L.L.C. ("SLTA III GP"), which is the general partner of Silver Lake Technology Associates III, L.P. ("SLTA III"), which is the managing member of SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"), which is the general partner of SLP Denali. (3) As a result of the relationships and contractual provisions described in footnotes (1) and (2) above, each of the Reporting Persons may be deemed to beneficially own securities of the Issuer held by EMC Corporation. This filing shall not be deemed an admission that the Reporting Persons are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. (4) Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time, upon the election of the holder, subject to certain exceptions. Remarks: The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, SLTA III, SLTA III GP, SLG and certain other affiliates of the Reporting Persons have filed a separate Form 3, which reports indirect ownership of the same securities reported on this Form 3. Michael S. Dell and Dell Technologies are also separately filing a Form 3 reporting beneficial ownership of the securities reported herein and EMC has previously filed reports under Section 16(a) of the Exchange Act reporting beneficial ownership of such securities. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SLP Denali Co-Invest GP, L.L.C. C/O SILVER LAKE X 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 SLP Denali Co-Invest, L.P. C/O SILVER LAKE X 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025 Signatures By:/s/ Egon Durban, Managing Director, Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., general partner of 9/9/2016 Silver Lake Technology Associates III, L.P., managing member of SLP Denali Co-Invest GP, L.L.C. ** Signature of Reporting Person Date By:/s/ Egon Durban, Managing Director, Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., GP of Silver Lake 9/9/2016 Technology Associates III, L.P., managing member of SLP Denali Co-Invest GP, L.L.C., GP of SLP Denali Co-Invest, L.P. ** 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). 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