0001123292-17-000832 3 1 20170412 20170413 20170413 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 VMW Holdco LLC 0001702842 DE 0202 3 34 001-33622 17761197 ONE DELL WAY ROUND ROCK TX 78682 800-289-3355 ONE DELL WAY ROUND ROCK TX 78682 3 1 edgar.xml PRIMARY DOCUMENT 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 VMW Holdco LLC Statement VMWARE, INC. [VMW] (MM/DD/YYYY) 4/12/2017 (Last) (First) (Middle) 4. Relationship of Reporting Person(s) to Issuer (Check ONE DELL WAY all applicable) _____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Street) 5. If Amendment, 6. Individual or Joint/Group ROUND ROCK, TX 78682 Date Original Filing(Check Applicable Line) (City) (State) (Zip) Filed(MM/DD/YYYY) _X_ Form filed by One Reporting Person ___ 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 20000000 D (1) 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 4. 5. 6. Nature of (Instr. 4) and Expiration Date Amount of Conversion Ownership Indirect (MM/DD/YYYY) Securities or Form of Beneficial Underlying Exercise Derivative Ownership Derivative Price of Security: (Instr. 5) Security Derivative Direct (D) (Instr. 4) Security or Indirect (I) Date Expiration Title Amount or (Instr. 5) Exercisable Date Number of Shares Class A Class B Common Stock (2) (2) Common 60000000 (2) D (1) Stock Explanation of Responses: (1) The reporting person is a direct wholly-owned subsidiary of 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. On April 12, 2017, the reporting person received these shares of Class A Common Stock and Class B Common Stock as a capital contribution from its parent, EMC. Dell Technologies and EMC each retain beneficial ownership of such shares of Class A Common Stock and Class B Common Stock following such transfer. (2) 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. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VMW Holdco LLC ONE DELL WAY X ROUND ROCK, TX 78682 Signatures VMW Holdco LLC By: /s/ Janet B. Wright, Senior Vice President & 4/13/2017 Assistant Secretary ** 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). 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.