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

Role: 10%+ Owner
Signature: VMW Holdco LLC 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, 06:17 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VMW	Class A Common Stock	Other	$0	-24.2M	-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		-75.8M	-100%		0	Oct 25, 2021	Class A Common Stock	75.8M		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

VMW Holdco LLC 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, EMC Corporation ("EMC"), which in turn distributed such shares to Dell Inc. EMC is directly wholly owned by Dell Inc., which in turn 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 EMC, which in turn distributed such shares to Dell Inc. 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.

Content

Reflects a distribution of shares of Class A Common Stock of VMware, Inc. (the "Issuer") by the reporting person to its parent, EMC Corporation ("EMC"), which in turn distributed such shares to Dell Inc. EMC is directly wholly owned by Dell Inc., which in turn 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.

Reflects a distribution of shares of Class B Common Stock of the Issuer by the reporting person to EMC, which in turn distributed such shares to Dell Inc. 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.