FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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 Person *

INTEL CORP
2. Issuer Name and Ticker or Trading Symbol

VMWARE, INC. [ CLWR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

2200 MISSION COLLEGE BLVD., RNB4-151
3. Date of Earliest Transaction (MM/DD/YYYY)

11/28/2008
(Street)

SANTA CLARA, CA 95054
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check 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
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
CLASS A COMMON STOCK   11/28/2008     C    9905732   (1) A   (2) 36666666   (1) I   Through wholly-owned subsidiaries   (3)
CLASS A COMMON STOCK   11/28/2008     D    36666666   (1) D   (1) 0   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
CLASS B COMMON STOCK     (4) 11/28/2008     C      9905732   (1)      8/8/1988   8/8/1988   Class B Common Stock   9905732   (1)   (1) 0   I   Through wholly-owned subsidiary   (5)
WARRANTS (RIGHT TO ACQUIRE CLASS A COMMON STOCK)     (4) 11/28/2008     D      93333       11/28/2008   2/16/2011   Class A Common Stock   93333   (1)   (6) 0   I   Through wholly-owned subsidiary   (7)

Explanation of Responses:
(1)  Capitalized terms used in this footnote and not otherwise defined in this Form 4, shall have the meanings set for in the Schedule 13D filed by Intel on May 19, 2008 (the "Schedule 13D"). On November 28, 2008, the Merger was completed. Pursuant to the Agreements, and in connection with the Merger: (i) 9,905,732 shares of Clearwire Class B Common Stock beneficially owned by the Reporting Person were converted into 9,905,732 shares of Common Stock prior to completion of the Merger; and (ii) following such conversion, Clearwire merged with and into a wholly-owned subsidiary of Newco, as a result of which 36,759,999 shares of Common Stock beneficially owned by the Reporting Person (including warrants exercisable for 93,333 shares of Class A Common Stock held by Middlefield Ventures, Inc., a wholly-owned subsidiary of the Reporting Person) were cancelled and converted into the right to receive 36,759,999 shares of Newco Class A Common Stock (including warrants exercisable for 93,333 shares of Newco Class A Capitalized terms used in this footnote and not otherwise defined in this Form 4, shall have the meanings set for in the Schedule 13D filed by Intel on May 19, 2008 (the "Schedule 13D"). On November 28, 2008, the Merger was completed. Pursuant to the Agreements, and in connection with the Merger: (i) 9,905,732 shares of Clearwire Class B Common Stock beneficially owned by the Reporting Person were converted into 9,905,732 shares of Common Stock prior to completion of the Merger; and (ii) following such conversion, Clearwire merged with and into a wholly-owned subsidiary of Newco, as a result of which 36,759,999 shares of Common Stock beneficially owned by the Reporting Person (including warrants exercisable for 93,333 shares of Class A Common Stock held by Middlefield Ventures, Inc., a wholly-owned subsidiary of the Reporting Person) were cancelled and converted into the right to receive 36,759,999 shares of Newco Class A Common Stock (including warrants exercisable for 93,333 shares of Newco Class A Common Stock).
(2)  Shares acquired upon conversion of Class B Common Stock.
(3)  These shares are owned directly by Intel Capital Corporation and Intel Capital (Cayman) Corporation, both of which are wholly-owned subsidiaries of Intel Corporation. Intel Corporation is an indirect beneficial owner of the reported securities.
(4)  Security converts to common stock on a one-for-one basis.
(5)  These shares are owned directly by Intel Capital Corporation, a wholly-owned subsidiary of Intel Corporation. Intel Corporation is an indirect beneficial owner of the reported securities.
(6)  The starting exercise price of these warrants is $5.00, subject to adjustment as set forth in the form of warrant.
(7)  These warrants are owned directly by Middlefield Ventures, Inc., a wholly-owned subsidiary of Intel Coporation. Intel Corporation is an indirect beneficial owner of the reported securities.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
INTEL CORP
2200 MISSION COLLEGE BLVD.
RNB4-151
SANTA CLARA, CA 95054
X X


Signatures
Arvind Sodhani, Executive Vice President; President, Intel Capital 12/2/2008
** 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).
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