FORM 4
[ ] 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 *

Rowe Zane
2. Issuer Name and Ticker or Trading Symbol

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

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Financial Officer & EVP
(Last)          (First)          (Middle)

3401 HILLVIEW AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

4/1/2022
(Street)

PALO ALTO, CA 94304
(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 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 Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of 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
Director10% OwnerOfficerOther
Rowe Zane
3401 HILLVIEW AVENUE
PALO ALTO, CA 94304


Chief Financial Officer & EVP

Signatures
/s/ Craig Norris, attorney-in-fact4/5/2022
**Signature of Reporting PersonDate


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.
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