0001209191-22-023307 4 2 20220401 20220405 20220405 Rowe Zane 0001444158 4 34 001-33622 22808920 1600 SMITH STREET HQSEO HOUSTON TX 77002 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 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 Rowe Zane 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) 4/1/2022 Chief Financial Officer & EVP (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 Form: 7. Nature of (Instr. 3) Deemed Code of (D) Securities Direct (D) or Indirect Execution (Instr. 8) (Instr. 3, 4 and 5) Beneficially Owned Indirect (I) Beneficial Date, if Following Reported (Instr. 4) Ownership (Instr. any (A) Transaction(s) 4) or (Instr. 3 and 4) Code V Amount (D) Price Class A Common Stock 4/1/2022 F 42190 (1) D $114.21 205214 D Class A Common Stock 4/4/2022 S 8608 D $114.11 (2) (3) 196606 D Class A Common Stock 4/4/2022 S 25564 D $114.78 (3) (4) 171042 D Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. 3A. 4. Trans. 5. Number of 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Conversion Trans. Deemed Code Derivative and Expiration Date Securities Underlying of derivative Ownership of Security or Date Execution (Instr. 8) Securities Derivative Security Derivative Securities Form of Indirect (Instr. 3) Exercise Date, if Acquired (A) or (Instr. 3 and 4) Security Beneficially Derivative Beneficial Price of any Disposed of (D) (Instr. 5) Owned Security: Ownership Derivative (Instr. 3, 4 Following Direct (D) (Instr. 4) Security and 5) Reported or Transaction(s) Indirect Date Expiration Amount or (Instr. 4) (I) Exercisable Date Title Number of (Instr. 4) Code V (A) (D) Shares Explanation of Responses: (1) Shares withheld by VMware, Inc. to satisfy taxes payable in connection with the vesting of previously awarded performance stock units and restricted stock units. (2) Price represents weighted average for sales reported. The range of prices for the sales reported is $113.41 through $114.40. (3) 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. (4) Price represents weighted average for sales reported. The range of prices for the sales reported is $114.43 through $115.39. Remarks: The sales 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 Rowe Zane Chief Financial Officer & 3401 HILLVIEW AVENUE EVP PALO ALTO, CA 94304 Signatures /s/ Craig Norris, attorney-in-fact 4/5/2022 ** 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. EX-24 2 attachment1.htm EX-24 DOCUMENT POWER OF ATTORNEY I, Zane Rowe, appoint each of Craig D. Norris, Amy Fliegelman Olli and Catherine G. Dunwoodie as my attorney-in-fact to: (1) execute on my behalf, in my capacity as an officer or director of VMware, Inc. (the "Company"), Forms 144 in accordance with Rule 144 of the Securities Act of 1933 and Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (collectively, the "Forms"); (2) prepare, execute on my behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling any such attorney-in-fact to make electronic filings with the SEC of the Forms; (3) perform on my behalf any act necessary or desirable to complete and execute any Form, complete and execute any amendment to a Form and timely file the Forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (4) take any other action related to the Forms that, in his or her opinion, may benefit me or may be legally required of me. Each attorney-in-fact has the power and authority to appoint a substitute attorney-in-fact, revoke that appointment and determine the form, terms and conditions of any document executed by him or her. I acknowledge that none of the attorneys-in-fact or the Company are assuming any of my responsibilities to comply with Rule 144 of the Securities Act of 1933 or Section 16 of the Securities Exchange Act of 1934. By signing this Power of Attorney, I am ratifying and confirming all actions lawfully taken by an attorney-in-fact in the performance of his or her duties under this Power of Attorney. As of the date below, any and all prior powers of attorney executed by me related to the Forms are hereby revoked and superseded by this Power of Attorney. This Power of Attorney will remain effective until I am no longer required to file Forms related to my holdings of Company securities, unless I earlier deliver a signed revocation notice to the Company's general counsel. If an attorney-in-fact terminates employment with the Company, this Power of Attorney will be deemed revoked with respect to the departing attorney-in-fact and will remain effective with respect to each other attorney-in-fact remaining employed by the Company until terminated pursuant to the preceding sentence. I have signed this Power of Attorney on March 9, 2022. By: /s/ Zane Rowe _________________ Zane Rowe