0000050863-08-000357 SC 13D/A 1 20081212 20081212 VMWARE, INC. 0001124610 7372 943292913 DE 1231 SC 13D/A 34 005-83098 081247751 3401 HILLVIEW AVENUE PALO ALTO CA 94304 (650) 427-5000 3401 HILLVIEW AVENUE PALO ALTO CA 94304 VMWARE INC 20000923 INTEL CORP 0000050863 3674 941672743 DE 1231 SC 13D/A 2200 MISSION COLLEGE BLVD RNB-4-151 SANTA CLARA CA 95054 4087658080 2200 MISSION COLLEGE BLVD RNB-4-151 SANTA CLARA CA 95054 SC 13D/A 1 sch13da.htm SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________________________________________ SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* VMware, Inc (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 268648102 (CUSIP Number) _____________________________________________ D. Bruce Sewell Senior Vice President and General Counsel Cary I. Klafter Corporate Secretary Intel Corporation 2200 Mission College Boulevard Santa Clara, CA 95052 (408) 765-8080 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 10, 2008 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g)), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) (Page 1 of 6 Pages) -------------------------------------------------------------------------------- CUSIP No. 268648102 13D/A 1 NAMES OF REPORTING PERSONS INTEL CORPORATION I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 94-1672743 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ] GROUP: (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ] REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF 7 SOLE VOTING POWER: 6,143,476 SHARES BENEFICIALLY OWNED BY 8 SHARED VOTING POWER: 0 EACH REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER: 6,143,476 10 SHARED DISPOSITIVE POWER: 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING 6,143,476 PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 6.9%* (11): 14 TYPE OF REPORTING PERSON: CO * The calculation of the percentage is based on 89,602,066 shares of Class A Common Stock issued and outstanding on October 29, 2008, as reported in VMware’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2008. Page 2 of 6 -------------------------------------------------------------------------------- AMENDMENT NO. 3 TO SCHEDULE 13D This Amendment No. 3 amends and supplements that certain Schedule 13D filed on September 4, 2007, as amended to date (the “Schedule 13D”), by Intel Corporation, a Delaware corporation (the “Reporting Person”), relating to the Class A Common Stock, par value $0.01 per share (the “Common Stock”), of VMware, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined in this Amendment No. 3 shall have the meanings set forth in the Schedule 13D. Except as specifically set forth herein, the Schedule 13D remains unmodified. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended to add the following information under the subheading Sale of Common Stock in the Open Market: Between December 5, 2008 and December 12, 2008, Intel Capital, the Reporting Person’s wholly-owned subsidiary, sold an aggregate of 967,398 shares of the Common Stock in the open market, for a total price of $23,212,561.04, at the per share price ranging from $23.26 to $24.50. Item 4 of the Schedule 13D is hereby further amended such that the paragraph in Item 4 beginning with “Other than the plan to sell up to 3,750,000 shares of Common Stock” is amended and restated in its entirety by the following: Other than the plan to sell up to 3,750,000 shares of the Common Stock disclosed in Amendment No. 1 to the Schedule 13D filed on November 3, 2008, Intel Capital does not have any other plans or proposals relating to the Common Stock. Pursuant to this plan, between November 4, 2008 and December 12, 2008, Intel Capital sold an aggregate of 2,356,524 shares of the Common Stock in the open market. Intel Capital currently holds 6,143,476 shares of the Common Stock. Item 5. Interest in Securities of the Issuer. The first paragraph appearing after subsection (e) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety by the following: * The Reporting Person does not directly own the Common Stock of the Company. By reason of the provisions of Rule 13d-3 under the Securities Exchange Act, as amended (the “Act”), the Reporting Person is deemed to own beneficially 6,143,476 shares of the Common Stock that are owned directly by Intel Capital, a wholly-owned subsidiary of the Reporting Person. Page 3 of 6 -------------------------------------------------------------------------------- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 12, 2008 INTEL CORPORATION By: /s/Arvind Sodhani Name: Arvind Sodhani Title: Executive Vice President Page 4 of 6 -------------------------------------------------------------------------------- Schedule A DIRECTORS AND EXECUTIVE OFFICERS The name, citizenship, business address, and present principal occupation or employment of each of the directors and executive officers of the Reporting Person are as set forth below. Directors: Present Principal Present Business Name Occupation or Employment Address Citizenship Craig R. Barrett Chairman of the Board 2200 Mission College U.S.A Blvd. Santa Clara, CA 95052 Paul S. Otellini President and Chief 2200 Mission College U.S.A Executive Officer Blvd. Santa Clara, CA 95052 Charlene Barshefsky Senior International 1875 Pennsylvania U.S.A Partner, Wilmer Cutler Avenue, NW Pickering Hale & Dorr LLP Washington, DC 20006 Susan L. Decker President, Yahoo! Inc. 701 First Avenue U.S.A Sunnyvale, CA 94089 Reed E. Hundt Principal, Charles Ross 1909 K Street NW, Suite U.S.A Partners, LLC 820 Washington, DC 20006 James D. Plummer John M. Fluke Professor of Stanford University U.S.A Electrical Engineering; Terman 214, Mail Code Frederick E. Terman Dean 4027 of the School of Stanford, CA 94305 Engineering, Stanford University David S. Pottruck Chairman and Chief 201 Spear Street U.S.A Executive Officer, Red Suite 1150 Eagle Ventures, Inc. San Francisco, CA 94105 Jane E. Shaw Retired Chairman and Chief 2200 Mission College U.S.A / U.K. Executive Officer, Blvd. Aerogen, Inc. Santa Clara, CA 95052 John L. Thornton Professor and Director of 712 Fifth Avenue, 23rd U.S.A Global Leadership Floor Tsinghua University in New York, NY 10019 Beijing David B. Yoffie Max and Doris Starr Harvard Business School U.S.A Professor of International Morgan Hall 215, Business Administration, Soldiers Field Park Rd. Harvard Business School Boston, MA 02163 Carol A. Bartz Executive Chairman of the 111 McInnis Parkway U.S.A Board of Directors of San Rafael, California Autodesk, Inc. 94903 Page 5 of 6 -------------------------------------------------------------------------------- Non-Director Executives: Present Principal Occupation or Present Business Name Employment Address Citizenship Andy D. Bryant Executive Vice President 2200 Mission College U.S.A Finance and Enterprise Services Blvd. Chief Administrative Officer Santa Clara, CA 95052 Sean M. Maloney Executive Vice President 2200 Mission College U.K. Chief Sales and Marketing Blvd. Officer Santa Clara, CA 95052 David Perlmutter Executive Vice President 2200 Mission College U.S.A General Manager, Mobility Group Blvd. Santa Clara, CA 95052 Arvind Sodhani Executive Vice President 2200 Mission College U.S.A President, Intel Capital Blvd. Santa Clara, CA 95052 Robert J. Baker Senior Vice President 2200 Mission College U.S.A General Manager, Technology and Blvd. Manufacturing Group Santa Clara, CA 95052 Patrick P. Gelsinger Senior Vice President 2200 Mission College U.S.A General Manager, Digital Blvd. Enterprise Group Santa Clara, CA 95052 William M. Holt Senior Vice President 2200 Mission College U.S.A General Manager, Technology and Blvd. Manufacturing Group Santa Clara, CA 95052 D. Bruce Sewell Senior Vice President 2200 Mission College U.S.A General Counsel Blvd. Santa Clara, CA 95052 Stacy J. Smith Vice President 2200 Mission College U.S.A Chief Financial Officer Blvd. Santa Clara, CA 95052 Thomas M. Kilroy Vice President 2200 Mission College U.S.A General Manager, Digital Blvd. Enterprise Group Santa Clara, CA 95052 Page 6 of 6