Kenneth D. Denman - 22 Nov 2023 Form 4 Insider Report for VMWARE LLC

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 22 Nov 2023
Net transaction value: $0
SEC form: 4
Accepted by SEC: 22 Nov 2023, 14:22:52 UTC
Prior SEC filing: 24 Oct 2023
Next SEC filing: 12 Jan 2024
Source filing: View source filing
Reporting owner signature: /s/ Catherine Dunwoodie, attorney-in-fact

Key filing fact

Kenneth D. Denman filed Form 4 for VMWARE LLC on 22 Nov 2023.

Key facts

This page summarizes Kenneth D. Denman's Form 4 filing for VMWARE LLC.
2 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 22 Nov 2023, 14:22.

Change

Previous filing in this sequence was filed on 24 Oct 2023.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

VMW transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares: -494
Change %: -6.7%
Price
Shares after: 6,921
Date: 22 Nov 2023
Ownership: Direct
Footnotes: F1, F2

VMW transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares: -6,921
Change %: -100%
Price
Shares after: 0
Date: 22 Nov 2023
Ownership: Direct
Footnotes: F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Kenneth D. Denman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote F1

Disposed of pursuant to the Agreement and Plan of Merger, dated as of May 26, 2022 (the "Merger Agreement"), by and among VMware, Inc. (the "Issuer"), Broadcom Inc. ("Parent"), Verona Holdco, Inc., a direct wholly owned subsidiary of the Issuer ("Holdco"), Verona Merger Sub, Inc., a direct wholly owned subsidiary of Holdco, Barcelona Merger Sub 2, Inc., a direct wholly owned subsidiary of Parent, and Barcelona Merger Sub 3, LLC, a direct wholly owned subsidiary of Parent.

Footnote F2

(Continued from Footnote 1) Under the terms of the Merger Agreement, each share of the Issuer's Class A common stock, par value $0.01 per share (the "Common Stock"), issued and outstanding was indirectly converted into the right to receive, at the election of the holder of such share of Common Stock, and subject to proration in accordance with the Merger Agreement: (i) $142.50 per share in cash, without interest (the "Cash Consideration"), or (ii) 0.25200 shares of common stock, par value $0.001 per share of Parent (the "Stock Consideration").

Footnote F3

Represents shares underlying restricted stock units of the Issuer, which were vested and cancelled in exchange for the right to receive a payment equal to 50% of the Cash Consideration and 50% of the Stock Consideration.