Amy Fliegelman Olli - Nov 22, 2023 Form 4 Insider Report for VMWARE LLC (VMW)

Role
EVP, GC & Secretary
Signature
/s/ Catherine Dunwoodie, attorney-in-fact
Stock symbol
VMW
Transactions as of
Nov 22, 2023
Transactions value $
$0
Form type
4
Date filed
11/22/2023, 02:30 PM
Previous filing
Oct 3, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VMW Class A Common Stock Disposed to Issuer -35.2K -33.99% 68.3K Nov 22, 2023 Direct F1, F2
transaction VMW Class A Common Stock Disposed to Issuer -68.3K -100% 0 Nov 22, 2023 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Amy Fliegelman Olli is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposed of pursuant to the Agreement and Plan of Merger, dated as of May 26, 2022 (the "Merger Agreement"), by and among VMware, Inc. (the "Issuer"), Broadcom Inc. ("Parent"), Verona Holdco, Inc., a direct wholly owned subsidiary of the Issuer ("Holdco"), Verona Merger Sub, Inc., a direct wholly owned subsidiary of Holdco, Barcelona Merger Sub 2, Inc., a direct wholly owned subsidiary of Parent ("Merger Sub 2"), and Barcelona Merger Sub 3, LLC, a direct wholly owned subsidiary of Parent.
F2 (Continued from Footnote 1) Under the terms of the Merger Agreement, each share of the Issuer's Class A common stock, par value $0.01 per share (the "Common Stock"), issued and outstanding was indirectly converted into the right to receive, at the election of the holder of such share of Common Stock, and subject to proration in accordance with the Merger Agreement: (i) $142.50 per share in cash, without interest (the "Cash Consideration"), or (ii) 0.25200 shares of common stock, par value $0.001 per share of Parent (the "Stock Consideration").
F3 Represents shares underlying restricted stock units of the Issuer, which were converted into a Parent restricted stock unit award based on an equity award exchange ratio calculated as the sum of (i) 50% of the Stock Consideration and (ii) 50% of the Cash Consideration divided by the volume weighted average sale price of Parent common stock over the ten consecutive trading days ending on the second to last trading day immediately preceding the effective time of the merger of Merger Sub 2 with and into Holdco.