0001209191-16-140835 4 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 GELSINGER PATRICK P 0001316331 4 34 001-33622 161879756 VMWARE, INC. 3401 HILLVIEW AVENUE PALO ALTO CA 94304 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 GELSINGER PATRICK P VMWARE, INC. [ VMW ] Issuer (Check all applicable) __X__ 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) 9/7/2016 Chief Executive Officer (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. 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 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 Derivate Security or Exercise Execution Code Derivative Securities Date Securities Underlying Derivative derivative Ownership of Indirect (Instr. 3) Price of Date, if (Instr. 8) Acquired (A) or Derivative Security Security Securities Form of Beneficial Derivative any Disposed of (D) (Instr. 3 and 4) (Instr. 5) Beneficially Derivative Ownership Security (Instr. 3, 4 and 5) Owned Security: (Instr. 4) Following Direct (D) 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) 9/7/2016 J 27860 (1) (2) (1) (2) 2 (1) (2) (1) (2) 27860 D stock Dell Technologies see footnote held by Class V common (2) (3) 9/7/2016 J 20645 (2) (3) (2) (3) 2 (2) (3) (2) (3) 20645 I LLC (4) stock Explanation of Responses: (1) Received in connection with the acquisition by Dell Technologies Inc. ("DT") of EMC Corporation ("EMC") by merger (the "Merger"), in exchange for 249,966 shares of EMC common stock. The reporting person acquired the right to receive $24.05 in cash and 0.11146 shares of DT Class V common stock (the "Class V stock") per share of EMC common stock at the effective time of the Merger. On the effective date of the Merger, the closing price of the Class V stock was $48.00 per share. The Class V stock has no exercise date or expiration date. (2) As of June 30, 2016, EMC held 80.6% of the outstanding common stock of VMware, Inc. ("VMW") and 97.4% of the combined voting power of VMW's outstanding common stock. Effective at the effective time of the Merger, DT became the indirect owner of all of such shares, and VMW became an indirectly-held, majority-owned subsidiary of DT. The Class V stock is intended to track and reflect the economic performance of the Class V Group of DT, which will initially have attributed to it approximately 65% of the economic value of EMC's economic interest in VMware, which was acquired by DT in the Merger. Accordingly, the Class V stock may be considered a derivative security relating to VMW Class A common stock or an equity security relating to VMW. The filing of this Form 4 shall not be deemed an admission that the Class V stock is a derivative security relating to VMW Class A common stock or an equity security relating to VMW for purposes of Section 16 of the Securities Exchange Act of 1934. (3) Received in connection with the Merger, in exchange for 185,226 shares of EMC common stock. The reporting person acquired the right to receive $24.05 in cash and 0.11146 shares of DT Class V common stock (the "Class V stock") per share of EMC common stock at the effective time of the Merger. On the effective date of the Merger, the closing price of the Class V stock was $48.00 per share. The Class V stock has no exercise date or expiration date. (4) These shares are held in a limited liability company ("LLC") established for the benefit of the reporting person's children. The reporting person's spouse is manager of the LLC. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GELSINGER PATRICK P 3401 HILLVIEW AVENUE X Chief Executive Officer PALO ALTO, CA 94304 Signatures Larry Wainblat, attorney-in-fact 9/9/2016 ** 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.