Sumit Dhawan - Jun 1, 2021 Form 4 Insider Report for VMWARE, INC. (VMW)

Role: President
Signature: /s/ Craig Norris, attorney-in-fact
Stock symbol: VMW
Transactions as of: Jun 1, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/3/2021, 09:14 PM
Next filing: Sep 3, 2021

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	Performance-Based Stock Units (PSUs)	Award	$0	+196K		$0.00	196K	Jun 1, 2021	Common Stock	196K		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Each PSU represents the contingent right to receive, subject to vesting, one share of VMware Class A common stock
F2	The number of shares of VMware Class A common stock ("VMW") acquired upon vesting of the PSUs is contingent upon increases to VMware total stockholder return (TSR) as compared to the VMW 15-day trailing average stock price as of June 1, 2021 and to the TSR of the S&P 500 IT Index. As further described in the Letter Agreement between VMware and the reporting person dated May 11, 2021, Exhibit 10.2 to the VMware Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, 2021, vesting will occur with respect to up to 50% of the PSUs on June 1, 2024, up to 75% on June 1, 2025 and the balance of unvested PSUs on June 1, 2026. Performance will be measured as of each vesting date to determine the number of PSUs vesting on each such date. PSUs that are unvested as of June 1, 2026 will be forfeited.

Content

Each PSU represents the contingent right to receive, subject to vesting, one share of VMware Class A common stock

The number of shares of VMware Class A common stock ("VMW") acquired upon vesting of the PSUs is contingent upon increases to VMware total stockholder return (TSR) as compared to the VMW 15-day trailing average stock price as of June 1, 2021 and to the TSR of the S&P 500 IT Index. As further described in the Letter Agreement between VMware and the reporting person dated May 11, 2021, Exhibit 10.2 to the VMware Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, 2021, vesting will occur with respect to up to 50% of the PSUs on June 1, 2024, up to 75% on June 1, 2025 and the balance of unvested PSUs on June 1, 2026. Performance will be measured as of each vesting date to determine the number of PSUs vesting on each such date. PSUs that are unvested as of June 1, 2026 will be forfeited.