0000899243-20-000064 4 1 20191230 20200102 20200102 DELL MICHAEL S 0000908724 4 34 001-33622 20502086 C/O DELL INC. ONE DELL WAY ROUND ROCK TX 78682-2244 VMWARE, INC. 0001124610 7372 943292913 DE 0131 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 DELL MICHAEL S VMWARE, INC. [ VMW ] Issuer (Check all applicable) __X__ Director __X__ (Last) (First) (Middle) 3. Date of Earliest 10% Owner ONE DELL WAY Transaction (MM/DD/YYYY) _____ Officer (give title 12/30/2019 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. 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 Derivate 2. 3. Trans. Date 3A. Deemed 4. Trans. Code 5. Number of 6. Date Exercisable 7. Title and Amount of 8. Price of Derivative 9. Number of 10. 11. Nature of Security Conversion Execution (Instr. 8) Derivative Securities and Expiration Date Securities Underlying Security derivative Ownership Indirect (Instr. 3) or Date, if Acquired (A) or Derivative Security (Instr. 5) Securities Form of Beneficial Exercise any Disposed of (D) (Instr. 3 and 4) Beneficially Derivative Ownership Price of (Instr. 3, 4 and 5) Owned Security: (Instr. 4) Derivative Following Direct (D) 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 (1) 12/30/2019 A (2) (3) (4) 7221836 (1) (1) Class A Common 7221836 (2) (3) (4) 307221836 I See Stock Stock footnote (5) Explanation of Responses: (1) Each share of Class B common stock of Pivotal Software, Inc. ("Pivotal") beneficially owned by the reporting person is convertible into one share of Class A common stock of Pivotal at any time at the holder's election. (2) On December 30, 2019, Pivotal and VMware, Inc. ("VMware") completed the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement") by and among Pivotal, VMware and Raven Transaction Sub, a wholly-owned subsidiary of VMware ("Merger Sub"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Pivotal (the "Merger"), with Pivotal surviving the Merger as a wholly-owned subsidiary of VMware and Merger Sub ceasing to exist following the Merger. (3) Pursuant to the Merger Agreement, each outstanding share of Class A common stock of Pivotal, other than (i) shares held by any of Pivotal's stockholders who have properly exercised and perfected their appraisal rights under Section 262 of the Delaware General Corporation Law and (ii) shares held in the treasury of Pivotal or owned, directly or indirectly, by Dell Technologies Inc., EMC Equity Assets LLC, VMW Holdco LLC, VMware or Merger Sub immediately prior to the December 30, 2019, was canceled and ceased to exist and was automatically converted into the right to receive $15.00 in cash and each share of Class B common stock of Pivotal (other than those held by VMware or Merger Sub) was canceled and converted into the right to receive 0.0550 shares of Class B common stock of VMware. (4) [Continuation] On December 30, 2019, in connection with the closing of the transactions under the Merger Agreement, the 131,306,110 shares of Class B common stock of Pivotal previously held by EMC Equity Assets LLC ("EMC Sub"), a direct wholly-owned subsidiary of EMC Corporation ("EMC"), were canceled and EMC Sub received 7,221,836 shares of Class B common stock of VMware. (5) Of the 307,221,836 shares of Class B Common Stock reported in Column 9 of Table II, (a) EMC is the record holder of 240,000,000 shares, (b) VMW Holdco LLC, a direct wholly-owned subsidiary of EMC, is the record holder of 60,000,000 shares, and (c) EMC Sub is the record holder of 7,221,836 shares. EMC is directly wholly owned by Dell Inc., which in turn is indirectly wholly owned by Dell Technologies Inc. through its directly held wholly-owned subsidiary Denali Intermediate Inc. The reporting person may be deemed to beneficially own securities held by EMC, VMW Holdco LLC and EMC Sub by reason of his ownership of securities representing a majority of the voting power represented by all voting securities of Dell Technologies Inc. The reporting person disclaims beneficial ownership of the shares of Class B Common Stock held by EMC, VMW Holdco LLC and EMC Sub except to the extent of his pecuniary interest therein. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DELL MICHAEL S ONE DELL WAY X X ROUND ROCK, TX 78682 Signatures By: /s/ Robert Potts, Attorney-in-Fact 1/2/2020 ** 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.