FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated 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 Person *

DELL INC
2. Date of Event Requiring Statement (MM/DD/YYYY)
10/25/2021 

3. Issuer Name and Ticker or Trading Symbol

VMWARE, INC. [VMW]
(Last)        (First)        (Middle)

ONE DELL WAY
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)

ROUND ROCK, TX 78682      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

_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
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 30678605 (1)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock  (2) (2)Class A Common Stock 307221836.00  (2)D  

Explanation of Responses:
(1) Reflects a distribution of shares of Class A Common Stock of VMware, Inc. (the "Issuer") to the reporting person by its wholly-owned subsidiary, EMC Corporation ("EMC"). The reporting person is indirectly wholly owned by Dell Technologies Inc. ("Dell Technologies") through its directly held wholly-owned subsidiary Denali Intermediate Inc. ("Denali"). The reporting person intends to effect an indirect distribution of such shares of Class A Common Stock through Denali to Dell Technologies, which intends to distribute to its stockholders on a pro rata basis (the "Distribution") all of the shares of Class A Common Stock and Class B Common Stock of the Issuer which it owns.
(2) Reflects a distribution of shares of Class B Common Stock of the Issuer to the reporting person by EMC. Each share of Class B Common Stock is convertible into one share of Class A Common Stock of the Issuer at any time, upon the election of the holder. The reporting person intends to effect an indirect distribution of such shares of Class B Common Stock through Denali to Dell Technologies in connection with the Distribution. As described in footnote 1, Dell Technologies intends to distribute all of the shares of Class B Common Stock which it owns in the Distribution. Immediately following, and automatically as a result of, the Distribution, and prior to receipt thereof by Dell Technologies' stockholders, each share of Class B Common Stock will be converted into one share of Class A Common Stock of the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
DELL INC
ONE DELL WAY
ROUND ROCK, TX 78682

X


Signatures
Dell Inc. By: /s/ Robert Potts, Senior Vice President & Assistant Secretary10/27/2021
**Signature of Reporting PersonDate


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.
Limited Power of Attorney for Section 16 Reporting Obligations

The undersigned hereby constitutes and appoints Robert Potts and James Williamson as the undersigned’s true and lawful attorneys-in-fact to:

(1)
execute for and on behalf of the undersigned reports on Forms 3, 4 and 5 relating to Dell Technologies Inc. in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, and any amendment to any such report;
 
(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such report on Form 3, 4, or 5 or amendment thereto and the timely filing of such report with the Securities and Exchange Commission and any other 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.
 
The undersigned hereby grants to each such attorney-in-fact, full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or advisable 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 (a) each such attorney-in-fact is serving in such capacity at the request of the undersigned and neither the Company nor any of such attorneys-in-fact assumes any liability for the responsibilities of the undersigned to comply with the requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act, and (b) this power of attorney does not relieve the undersigned from responsibility for compliance with the obligations of the undersigned under Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 16 of the Exchange Act. This power of attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of or transactions in securities issued by Dell Technologies Inc., 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 23rd day of September, 2021.

 
/s/ David J. Grain          
Name:  David J. Grain