0001181431-07-051875 3 2 20070813 20070813 20070813 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 TUCCI JOSEPH M 0001189198 3 34 001-33622 071048325 5084951000X77208 176 SOUTH ST. HOPKINTON MA 01748 3 1 rrd169182.xml FORM 3 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 TUCCI JOSEPH M Statement VMWARE, INC. [VMW] (MM/DD/YYYY) 8/13/2007 (Last) (First) (Middle) 4. Relationship of Reporting Person(s) to Issuer (Check 3401 HILLVIEW AVENUE all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Street) 5. If Amendment, 6. Individual or Joint/Group PALO ALTO, CA 94304 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) 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 (Instr. 4) and Expiration Date of Securities Conversion Ownership Indirect (MM/DD/YYYY) Underlying or Form of Beneficial Derivative Security Exercise Derivative Ownership (Instr. 4) Price of Security: (Instr. 5) Derivative Direct (D) Security or Indirect (I) Date Expiration Title Amount (Instr. 5) Exercisable Date or Number of Shares Explanation of Responses: Remarks: Exhibit List Exhibit 24 - Power of Attorney No securities are beneficially owned. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TUCCI JOSEPH M 3401 HILLVIEW AVENUE X PALO ALTO, CA 94304 Signatures /s/ Oren Levy, attorney in fact 8/13/2007 ** 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. EX-24.1 2 rrd149737_169044.htm POWER OF ATTORNEY POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Rashmi Garde, Oren Levy and Michael Yang, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of VMware, Inc. (the "Company"), Forms 144 in accordance with Rule 144 of the Securities Act of 1933 and Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 144, 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file (whether by mail, electronic transmission or other acceptable means) such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Rule 144 of the Securities Act of 1933 or Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 144, 3, 4 or 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of July, 2007. /s/ Joseph M. Tucci ---------------------------------------- Joseph M. Tucci Witness: /s/ June Duchesne ----------------------------------------