0001209191-20-049887 4 1 20200904 20200909 20200909 POONEN SANJAY 0001231873 4 34 001-33622 201167485 3401 HILLVIEW AVENUE PALO ALTO CA 94304 VMWARE, INC. 0001124610 7372 943292913 DE 0129 3401 HILLVIEW AVENUE PALO ALTO CA 94304 (650) 427-5000 3401 HILLVIEW AVENUE PALO ALTO CA 94304 VMWARE INC 20000923 4 1 doc4.xml FORM 4 SUBMISSION FORM 4 OMB APPROVAL [ ] 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 POONEN SANJAY VMWARE, INC. [ VMW ] Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title (Last) (First) (Middle) 3. Date of Earliest below) _____ Other 3401 HILLVIEW AVENUE Transaction (MM/DD/YYYY) (specify below) 9/4/2020 COO, Customer Operations (Street) 4. If Amendment, Date 6. Individual or PALO ALTO, CA 94304 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 Disposed 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Deemed Code of (D) Securities Form: Direct (D) Indirect Execution (Instr. 8) (Instr. 3, 4 and 5) Beneficially or Indirect (I) Beneficial Date, if Owned Following (Instr. 4) Ownership (Instr. any Reported 4) Transaction(s) (A) (Instr. 3 and 4) or Code V Amount (D) Price Class A Common Stock 9/4/2020 M 12000 A $80.25 240589 (1) D Class A Common Stock 9/4/2020 S 807 D $136.80 (2) (3) 239782 D Class A Common Stock 9/4/2020 S 600 D $137.87 (2) (4) 239182 D Class A Common Stock 9/4/2020 S 200 D $138.49 (2) (5) 238982 D Class A Common Stock 9/4/2020 S 1100 D $139.84 (2) (6) 237882 D Class A Common Stock 9/4/2020 S 4128 D $141.10 (2) (7) 233754 D Class A Common Stock 9/4/2020 S 2000 D $142.33 (2) (8) 231754 D Class A Common Stock 9/4/2020 S 3165 D $143.14 (2) (9) 228589 D Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. Conversion 3. Trans. Date 3A. 4. Trans. 5. Number of 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Security or Exercise Deemed Code Derivative and Expiration Date Securities Underlying of derivative Ownership of (Instr. 3) Price of Execution (Instr. 8) Securities Acquired Derivative Security Derivative Securities Form of Indirect Derivative Date, if (A) or Disposed of (Instr. 3 and 4) Security Beneficially Derivative Beneficial Security any (D) (Instr. 5) Owned Security: Ownership (Instr. 3, 4 and 5) Following Direct (D) (Instr. 4) Reported or Transaction(s) Indirect (Instr. 4) (I) Date Expiration Amount or (Instr. 4) Exercisable Date Title Number of Code V (A) (D) Shares Stock Option Class A (right-to-buy) $80.25 (10) 9/4/2020 M 12000 (11) 7/24/2021 Common 12000 $0.00 13384 (12) D Stock Explanation of Responses: (1) 73 shares were acquired under the VMware, Inc. Employee Stock Purchase Plan on August 31, 2020. (2) The reporting person will provide upon request by the Securities and Exchange Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. (3) Price represents weighted average for sales reported. The range of prices for the sales reported is $136.15 through $137.14. (4) Price represents weighted average for sales reported. The range of prices for the sales reported is $137.38 through $138.37. (5) Price represents weighted average for sales reported. The range of prices for the sales reported is $138.38 through $138.59. (6) Price represents weighted average for sales reported. The range of prices for the sales reported is $139.46 through $140.44. (7) Price represents weighted average for sales reported. The range of prices for the sales reported is $140.55 through $141.46. (8) Price represents weighted average for sales reported. The range of prices for the sales reported is $141.88 through $142.67. (9) Price represents weighted average for sales reported. The range of prices for the sales reported is $143.02 through $143.28. (10) Reflects equitable adjustment to the option exercise price as of December 28, 2018 in connection with VMware's special cash dividend. Pursuant to the adjustment, the exercise price was multiplied by a conversion factor of 0.8307. (11) The option is fully vested. (12) Reflects equitable adjustment to the number of outstanding options as of December 28, 2018 in connection with VMware's special cash dividend. Pursuant to the adjustment, the number of outstanding option shares was multiplied by a conversion factor of 1.2038. Remarks: The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other POONEN SANJAY 3401 HILLVIEW AVENUE COO, Customer Operations PALO ALTO, CA 94304 Signatures /s/ Larry Wainblat, attorney-in-fact 9/9/2020 ** 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.