Dell Inc - Oct 25, 2021 Form 3 Insider Report for VMWARE, INC. (VMW)

Role
10%+ Owner
Signature
Dell Inc. By: /s/ Robert Potts, Senior Vice President & Assistant Secretary
Stock symbol
VMW
Transactions as of
Oct 25, 2021
Transactions value $
$0
Form type
3
Date filed
10/27/2021, 06:14 PM
Next filing
Nov 2, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding VMW Class A Common Stock 30.7M Oct 25, 2021 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding VMW Class B Common Stock Oct 25, 2021 Class A Common Stock 307M Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects a distribution of shares of Class A Common Stock of VMware, Inc. (the "Issuer") to the reporting person by its wholly-owned subsidiary, EMC Corporation ("EMC"). The reporting person is indirectly wholly owned by Dell Technologies Inc. ("Dell Technologies") through its directly held wholly-owned subsidiary Denali Intermediate Inc. ("Denali"). The reporting person intends to effect an indirect distribution of such shares of Class A Common Stock through Denali to Dell Technologies, which intends to distribute to its stockholders on a pro rata basis (the "Distribution") all of the shares of Class A Common Stock and Class B Common Stock of the Issuer which it owns.
F2 Reflects a distribution of shares of Class B Common Stock of the Issuer to the reporting person by EMC. Each share of Class B Common Stock is convertible into one share of Class A Common Stock of the Issuer at any time, upon the election of the holder. The reporting person intends to effect an indirect distribution of such shares of Class B Common Stock through Denali to Dell Technologies in connection with the Distribution. As described in footnote 1, Dell Technologies intends to distribute all of the shares of Class B Common Stock which it owns in the Distribution. Immediately following, and automatically as a result of, the Distribution, and prior to receipt thereof by Dell Technologies' stockholders, each share of Class B Common Stock will be converted into one share of Class A Common Stock of the Issuer.