Michael S. Dell - Nov 22, 2023 Form 4 Insider Report for VMWARE LLC (VMW)

Role
Director, 10%+ Owner
Signature
/s/ James Williamson, Attorney-in-Fact
Stock symbol
VMW
Transactions as of
Nov 22, 2023
Transactions value $
$0
Form type
4
Date filed
11/28/2023, 07:44 PM
Previous filing
Oct 19, 2023
Next filing
Dec 5, 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 $0 -155M -100% $0.00* 0 Nov 22, 2023 Direct F1, F2
transaction VMW Class A Common Stock Disposed to Issuer $0 -14.3M -100% $0.00* 0 Nov 22, 2023 By Susan Lieberman Dell Separate Property Trust F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael S. Dell is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On November 22 2023, the Issuer completed the previously announced transaction with Broadcom Inc., pursuant to the Agreement and Plan of Merger dated as of May 26, 2022 (the "Merger Agreement"), whereby Broadcom Inc. indirectly acquired the Issuer (the "Merger"). [Cont'd]
F2 [Continuation] In connection with the Merger, each share of Class A Common Stock of the Issuer was exchanged for the right to receive, at the election of the holder of such share, (a) $142.50 per share in cash, without interest (the "Cash Consideration"), or (b) 0.25200 shares of common stock of Broadcom Inc. (the "Stock Consideration"), subject to proration provisions of the Merger Agreement. In accordance with the proration procedures, of the Issuer's stockholders that elected to receive Stock Consideration, approximately 52.1% of such outstanding shares of Class A Common Stock were converted into Stock Consideration and approximately 47.9% of such outstanding shares of Class A Common Stock were converted into Cash Consideration.
F3 Reflects securities held by Susan Lieberman Dell Separate Property Trust. The reporting person disclaims beneficial ownership of all shares owned by Susan Lieberman Dell Separate Property Trust for purposes of Rule 16a-1(a)(1) and (2) under the Exchange Act, and neither the filing of this statement nor anything herein shall be deemed an admission that he was, for purposes of Section 16 of the Exchange Act or for any other purpose, the beneficial owner of any of such shares.