Michael S. Dell - Nov 1, 2021 Form 4 Insider Report for VMWARE, INC. (VMW)

Role: Director, 10%+ Owner
Signature: /s/ Robert Potts, Attorney-in-Fact
Stock symbol: VMW
Transactions as of: Nov 1, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/2/2021, 06:47 PM
Previous filing: Jul 1, 2021
Next filing: Oct 17, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VMW	Class A Common Stock	Options Exercise		+141M	+1001.42%		155M	Nov 1, 2021	Direct	F1, F2
transaction	VMW	Class A Common Stock	Options Exercise		+13M	+1001.42%		14.3M	Nov 1, 2021	By Susan Lieberman Dell Separate Property Trust	F1, F2, F3

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	Options Exercise	$0	-141M	-100%	$0.00^*	0	Nov 1, 2021	Class A Common Stock	141M		Direct	F1, F4
transaction	VMW	Class B Common Stock	Options Exercise	$0	-13M	-100%	$0.00^*	0	Nov 1, 2021	Class A Common Stock	13M		By Susan Lieberman Dell Separate Property Trust	F1, F3, F4

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

Explanation of Responses:

Id	Content
F1	Reflects the conversion of shares of Class B Common Stock of VMware, Inc. (the "Issuer") into an equal number of shares of Class A Common Stock of the Issuer in connection with the pro rata distribution by Dell Technologies Inc. ("Dell Technologies") of all of the shares of Class A Common Stock and Class B Common Stock of the Issuer which it owned to its stockholders (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 converted into one share of Class A Common Stock (the "Conversion").
F2	Reflects aggregate number of shares of Class A Common Stock received upon the Conversion and additional shares of Class A Common Stock received in the Distribution. The reporting person's receipt of Class A Common Stock and Class B Common Stock in connection with the Distribution was exempt from Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") pursuant to Rules 16a-9(a) and 16a-13.
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 is, for purposes of Section 16 of the Exchange Act or for any other purpose, the beneficial owner of any of such shares.
F4	Each share of Class B Common Stock was convertible into one share of Class A Common Stock of the Issuer at any time, upon the election of the holder.