Emc Corp - Oct 25, 2021 Form 4 Insider Report for VMWARE, INC. (VMW)

Role
10%+ Owner
Signature
EMC Corporation By: /s/ Robert Potts, Senior Vice President & Assistant Secretary
Stock symbol
VMW
Transactions as of
Oct 25, 2021
Transactions value $
$0
Form type
4
Date filed
10/27/2021, 06:16 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VMW Class A Common Stock Other $0 -30.7M -100% $0.00* 0 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
transaction VMW Class B Common Stock Other -307M -100% 0 Oct 25, 2021 Class A Common Stock 307M Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Emc Corp is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Reflects a distribution of shares of Class A Common Stock of VMware, Inc. (the "Issuer") by the reporting person to its parent, Dell Inc. Dell Inc. is indirectly wholly owned by Dell Technologies Inc. ("Dell Technologies") through its directly held wholly-owned subsidiary Denali Intermediate Inc. ("Denali"). Dell Inc. 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 by the reporting person to Dell Inc., which distribution includes 75,821,395 shares of Class B Common Stock previously received by the reporting person in a distribution from VMW Holdco LLC, a wholly-owned subsidiary of the reporting person, and 7,221,836 shares of Class B Common Stock previously received by the reporting person in a distribution from EMC Equity Assets LLC, a wholly-owned subsidiary of the reporting person. 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. Dell Inc. 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.