0001209191-21-038077 4 1 20210601 20210603 20210603 Dhawan Sumit 0001862168 4 34 001-33622 21994596 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 Dhawan Sumit 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) 6/1/2021 President (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. 2A. 3. Trans. 4. Securities 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Trans. Deemed Code Acquired (A) or Securities Form: Direct Indirect Date Execution (Instr. 8) Disposed of (D) Beneficially (D) or Beneficial Date, if (Instr. 3, 4 and Owned Indirect (I) Ownership any 5) Following (Instr. 4) (Instr. 4) Reported Transaction(s) (Instr. 3 and 4) (A) or Code V Amount (D) Price Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 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 Conversion Deemed Code Derivative and Expiration Date Securities Underlying of derivative Ownership of (Instr. 3) or Execution (Instr. 8) 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 Performance-Based Common Stock Units (1) 6/1/2021 A 196155 (2) (2) Stock 196155 $0.00 196155 D (PSUs) Explanation of Responses: (1) Each PSU represents the contingent right to receive, subject to vesting, one share of VMware Class A common stock (2) The number of shares of VMware Class A common stock ("VMW") acquired upon vesting of the PSUs is contingent upon increases to VMware total stockholder return (TSR) as compared to the VMW 15-day trailing average stock price as of June 1, 2021 and to the TSR of the S&P 500 IT Index. As further described in the Letter Agreement between VMware and the reporting person dated May 11, 2021, Exhibit 10.2 to the VMware Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, 2021, vesting will occur with respect to up to 50% of the PSUs on June 1, 2024, up to 75% on June 1, 2025 and the balance of unvested PSUs on June 1, 2026. Performance will be measured as of each vesting date to determine the number of PSUs vesting on each such date. PSUs that are unvested as of June 1, 2026 will be forfeited. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dhawan Sumit 3401 HILLVIEW AVENUE President PALO ALTO, CA 94304 Signatures /s/ Craig Norris, attorney-in-fact 6/3/2021 ** 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.