0001123292-21-001411 4 1 20211025 20211027 20211027 VMW Holdco LLC 0001702842 DE 0202 4 34 001-33622 211354408 ONE DELL WAY ROUND ROCK TX 78682 800-289-3355 ONE DELL WAY ROUND ROCK TX 78682 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 VMW Holdco LLC 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 10/25/2021 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 (D) Indirect Execution (Instr. 3, 4 and 5) Beneficially or Indirect (I) Beneficial Date, if Owned Following (Instr. 4) Ownership any Reported (Instr. 4) Transaction(s) (A) (Instr. 3 and 4) or Code V Amount (D) Price Class A Common Stock 10/25/2021 J (1) 24178605 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) 10/25/2021 J (2) 75821395 (2) (2) Common 75821395 (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, EMC Corporation ("EMC"), which in turn distributed such shares to Dell Inc. EMC is directly wholly owned by Dell Inc., which in turn is indirectly wholly owned by Dell Technologies Inc. ("Dell Technologies") through its directly held wholly-owned subsidiary Denali Intermediate Inc. ("Denali"). Dell Inc. intends to effect an indirect distribution of such shares of Class A Common Stock through Denali to Dell Technologies, which intends to distribute to its stockholders on a pro rata basis (the "Distribution") all of the shares of Class A Common Stock and Class B Common Stock of the Issuer which it owns. (2) Reflects a distribution of shares of Class B Common Stock of the Issuer by the reporting person to EMC, which in turn distributed such shares to Dell Inc. Each share of Class B Common Stock is convertible into one share of Class A Common Stock of the Issuer at any time, upon the election of the holder. Dell Inc. intends to effect an indirect distribution of such shares of Class B Common Stock through Denali to Dell Technologies in connection with the Distribution. As described in footnote 1, Dell Technologies intends to distribute all of the shares of Class B Common Stock which it owns 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 will be converted into one share of Class A Common Stock of the Issuer. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VMW Holdco LLC ONE DELL WAY X ROUND ROCK, TX 78682 Signatures VMW Holdco LLC By: /s/ Robert Potts, Senior Vice President & 10/27/2021 Assistant 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.