0001123292-17-000905 4 1 20170505 20170509 20170509 VMWARE, INC. 0001124610 7372 943292913 DE 0202 3401 HILLVIEW AVENUE PALO ALTO CA 94304 (650) 427-5000 3401 HILLVIEW AVENUE PALO ALTO CA 94304 VMWARE INC 20000923 DELL MICHAEL S 0000908724 4 34 001-33622 17826856 C/O DELL INC. ONE DELL WAY ROUND ROCK TX 78682-2244 4 1 edgar.xml PRIMARY DOCUMENT 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 DELL MICHAEL S VMWARE, INC. [ VMW ] Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title (Last) (First) (Middle) 3. Date of Earliest below) _____ Other ONE DELL WAY Transaction (MM/DD/YYYY) (specify below) 5/5/2017 Chairman of the Board (Street) 4. If Amendment, Date 6. Individual or ROUND ROCK, TX 78682 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 5. Amount of 6. Ownership Form: 7. Nature of Indirect (Instr. 3) Deemed Code Disposed of (D) Securities Direct (D) or Beneficial Ownership Execution (Instr. 8) (Instr. 3, 4 and 5) Beneficially Owned Indirect (I) (Instr. 4) Date, if Following Reported (Instr. 4) any (A) Transaction(s) or (Instr. 3 and 4) Code V Amount (D) Price Class A Common Stock 5/5/2017 S 666354 D $89.1383 (1) 33423094 I See footnote (2) (3) Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. 3A. 4. Trans. 5. Number of 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Conversion Trans. Deemed Code Derivative and Expiration Date Securities Underlying of derivative Ownership of Security or Date 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 Following Direct (D) (Instr. 4) Security and 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 Explanation of Responses: (1) The price per share paid for the Class A Common Stock sold in the reported transaction was calculated in the manner reported in the Form 4 filed by the Reporting Person on April 4, 2017. (2) The 666,354 shares of Class A Common Stock sold in the reported transaction, which is expected to close on May 10, 2017, were held directly by EMC Equity Assets LLC, a direct wholly-owned subsidiary of EMC Corporation ("EMC"). Following the reported transaction, (a) EMC is the record holder of 13,379,359 shares and VMW Holdco LLC ("VMW Holdco"), a direct wholly-owned subsidiary of EMC, is the record holder of 20,000,000 shares of the 33,423,094 shares of Class A Common Stock reported in Column 5 of Table I, and (b) EMC Equity Assets LLC is the record holder of the remainder of the shares of Class A Common Stock reported in Column 5 of Table I. EMC is directly wholly owned by Dell Inc., which in turn is indirectly wholly owned by Dell Technologies Inc. (the "Company") through its directly held wholly-owned subsidiary Denali Intermediate Inc. [footnote cont'd] (3) [continuation] The reporting person may be deemed to beneficially own securities held by EMC, VMW Holdco and EMC Equity Assets LLC by reason of his ownership of securities representing a majority of the voting power represented by all voting securities of the Company. The reporting person disclaims beneficial ownership of the shares of Class A Common Stock held by EMC, VMW Holdco and EMC Equity Assets LLC except to the extent of his pecuniary interest therein. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DELL MICHAEL S ONE DELL WAY X X Chairman of the Board ROUND ROCK, TX 78682 Signatures /s/ Janet B. Wright, Attorney-in-Fact 5/9/2017 ** 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.