0000050863-08-000328 4 1 20081128 20081202 20081202 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 INTEL CORP 0000050863 3674 DE 1231 4 34 001-33622 081225696 2200 MISSION COLLEGE BLVD RNB-4-151 SANTA CLARA CA 95054 4087658080 2200 MISSION COLLEGE BLVD RNB-4-151 SANTA CLARA CA 95054 4 1 edgar.xml PRIMARY DOCUMENT FORM 4 OMB APPROVAL [X] 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 INTEL CORP VMWARE, INC. [ CLWR ] Issuer (Check all applicable) __X__ Director __X__ (Last) (First) (Middle) 3. Date of Earliest 10% Owner 2200 MISSION COLLEGE Transaction (MM/DD/YYYY) _____ Officer (give title BLVD., RNB4-151 11/28/2008 below) _____ Other (specify below) (Street) 4. If Amendment, Date 6. Individual or SANTA CLARA, CA 95054 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 (Instr. 3) Deemed Code Disposed of (D) Securities Direct (D) or Indirect Beneficial Execution (Instr. 8) (Instr. 3, 4 and 5) Beneficially Owned Indirect (I) Ownership (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 11/28/2008 C 9905732 (1) A (2) 36666666 (1) I Through wholly-owned subsidiaries (3) CLASS A COMMON STOCK 11/28/2008 D 36666666 (1) D (1) 0 D Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. Trans. Date 3A. Deemed 4. Trans. 5. Number of Derivative 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature of Derivate Security Conversion Execution Code Securities Acquired (A) or and Expiration Date Securities Underlying of derivative Ownership Indirect (Instr. 3) or Date, if (Instr. 8) Disposed of (D) Derivative Security Derivative Securities Form of Beneficial Exercise any (Instr. 3, 4 and 5) (Instr. 3 and 4) Security Beneficially Derivative Ownership (Instr. Price of (Instr. 5) Owned Security: 4) Derivative Following Direct (D) Security Reported or Transaction(s) Indirect Date Expiration Amount or (Instr. 4) (I) Exercisable Date Title Number of (Instr. 4) Code V (A) (D) Shares CLASS B COMMON Class B Through STOCK (4) 11/28/2008 C 9905732 (1) 8/8/1988 8/8/1988 Common Stock 9905732 (1) (1) 0 I wholly-owned subsidiary (5) WARRANTS (RIGHT TO Class A Through ACQUIRE CLASS A (4) 11/28/2008 D 93333 11/28/2008 2/16/2011 Common Stock 93333 (1) (6) 0 I wholly-owned COMMON STOCK) subsidiary (7) Explanation of Responses: (1) Capitalized terms used in this footnote and not otherwise defined in this Form 4, shall have the meanings set for in the Schedule 13D filed by Intel on May 19, 2008 (the "Schedule 13D"). On November 28, 2008, the Merger was completed. Pursuant to the Agreements, and in connection with the Merger: (i) 9,905,732 shares of Clearwire Class B Common Stock beneficially owned by the Reporting Person were converted into 9,905,732 shares of Common Stock prior to completion of the Merger; and (ii) following such conversion, Clearwire merged with and into a wholly-owned subsidiary of Newco, as a result of which 36,759,999 shares of Common Stock beneficially owned by the Reporting Person (including warrants exercisable for 93,333 shares of Class A Common Stock held by Middlefield Ventures, Inc., a wholly-owned subsidiary of the Reporting Person) were cancelled and converted into the right to receive 36,759,999 shares of Newco Class A Common Stock (including warrants exercisable for 93,333 shares of Newco Class A Capitalized terms used in this footnote and not otherwise defined in this Form 4, shall have the meanings set for in the Schedule 13D filed by Intel on May 19, 2008 (the "Schedule 13D"). On November 28, 2008, the Merger was completed. Pursuant to the Agreements, and in connection with the Merger: (i) 9,905,732 shares of Clearwire Class B Common Stock beneficially owned by the Reporting Person were converted into 9,905,732 shares of Common Stock prior to completion of the Merger; and (ii) following such conversion, Clearwire merged with and into a wholly-owned subsidiary of Newco, as a result of which 36,759,999 shares of Common Stock beneficially owned by the Reporting Person (including warrants exercisable for 93,333 shares of Class A Common Stock held by Middlefield Ventures, Inc., a wholly-owned subsidiary of the Reporting Person) were cancelled and converted into the right to receive 36,759,999 shares of Newco Class A Common Stock (including warrants exercisable for 93,333 shares of Newco Class A Common Stock). (2) Shares acquired upon conversion of Class B Common Stock. (3) These shares are owned directly by Intel Capital Corporation and Intel Capital (Cayman) Corporation, both of which are wholly-owned subsidiaries of Intel Corporation. Intel Corporation is an indirect beneficial owner of the reported securities. (4) Security converts to common stock on a one-for-one basis. (5) These shares are owned directly by Intel Capital Corporation, a wholly-owned subsidiary of Intel Corporation. Intel Corporation is an indirect beneficial owner of the reported securities. (6) The starting exercise price of these warrants is $5.00, subject to adjustment as set forth in the form of warrant. (7) These warrants are owned directly by Middlefield Ventures, Inc., a wholly-owned subsidiary of Intel Coporation. Intel Corporation is an indirect beneficial owner of the reported securities. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other INTEL CORP 2200 MISSION COLLEGE BLVD. X X RNB4-151 SANTA CLARA, CA 95054 Signatures Arvind Sodhani, Executive Vice President; President, Intel Capital 12/2/2008 ** 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.