0001123292-21-001419 4 1 20211101 20211102 20211102 DELL INC 0000826083 3571 DE 0129 4 34 001-33622 211372961 ONE DELL WAY STED ROUND ROCK TX 78682-2244 5127284737 ONE DELL WAY ROUND ROCK TX 78682 DELL COMPUTER CORP 19920703 VMWARE, INC. 0001124610 7372 943292913 DE 0128 3401 HILLVIEW AVENUE PALO ALTO CA 94304 (650) 427-5000 3401 HILLVIEW AVENUE PALO ALTO CA 94304 VMWARE INC 20000923 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 DELL INC VMWARE, INC. [ VMW ] Issuer (Check all applicable) _____ Director __X__ (Last) (First) (Middle) 3. Date of Earliest 10% Owner ONE DELL WAY Transaction (MM/DD/YYYY) _____ Officer (give title 11/1/2021 below) _____ Other (specify below) (Street) 4. If Amendment, Date 6. Individual or ROUND ROCK, TX 78682 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. Code 4. Securities Acquired 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Deemed (Instr. 8) (A) or Disposed of (D) Securities Form: Direct Indirect Execution (Instr. 3, 4 and 5) Beneficially (D) or Indirect Beneficial Date, if Owned Following (I) (Instr. 4) Ownership any Reported (Instr. 4) Transaction(s) (A) (Instr. 3 and or 4) Code V Amount (D) Price Class A Common Stock 11/1/2021 J (1) 30678605 D $0 0 D Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. Trans. Date 3A. 4. Trans. Code 5. Number of 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Security Conversion Deemed (Instr. 8) Derivative and Expiration Date Securities Underlying of derivative Ownership of (Instr. 3) or Execution Securities Acquired Derivative Security Derivative Securities Form of Indirect Exercise Date, if (A) or Disposed of (Instr. 3 and 4) Security Beneficially Derivative Beneficial Price of any (D) (Instr. 5) Owned Security: Ownership Derivative (Instr. 3, 4 and 5) Following Direct (D) (Instr. 4) 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 A Stock (2) 11/1/2021 J (2) 307221836 (2) (2) Common 307221836 (2) 0 D Stock Explanation of Responses: (1) Reflects a distribution of shares of Class A Common Stock of VMware, Inc. (the "Issuer") by the reporting person to its parent, Denali Intermediate Inc. ("Denali"), which in turn distributed such shares to its parent, Dell Technologies Inc. ("Dell Technologies"). Subsequent to the foregoing, Dell Technologies distributed all of the shares of Class A Common Stock and Class B Common Stock of the Issuer which it owned to its stockholders on a pro rata basis (the "Distribution"). (2) Reflects a distribution of shares of Class B Common Stock of the Issuer by the reporting person to Denali, which in turn distributed such shares to Dell Technologies. Each share of Class B Common Stock was convertible into one share of Class A Common Stock of the Issuer at any time, upon the election of the holder. Subsequent to the foregoing, as described in footnote 1, Dell Technologies distributed all of the shares of Class B Common Stock which it owned 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 converted into one share of Class A Common Stock of the Issuer. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DELL INC ONE DELL WAY X ROUND ROCK, TX 78682 Signatures Dell Inc. By: /s/ Robert Potts, Senior Vice President & Assistant 11/2/2021 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 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.