SLTA V (GP), L.L.C. - 22 Nov 2023 Form 4 Insider Report for VMWARE LLC

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
27 Nov 2023, 16:30:16 UTC
Prior SEC filing
13 Jul 2023
Next SEC filing
17 Jan 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA V (GP), L.L.C.

Key filing fact

SLTA V (GP), L.L.C. filed Form 4 for VMWARE LLC on 27 Nov 2023.

Key facts

  • This page summarizes SLTA V (GP), L.L.C.'s Form 4 filing for VMWARE LLC.
  • 6 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 27 Nov 2023, 16:30.

Change

  • Previous filing in this sequence was filed on 13 Jul 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
-16,133,485
Change %
-100%
Price
Shares after
0
Date
22 Nov 2023
Ownership
Held through SL SPV-2, L.P.
Footnotes
F1, F2, F8
VMW transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares
-16,561,833
Change %
-100%
Price
Shares after
0
Date
22 Nov 2023
Ownership
Held through Silver Lake Partners IV, L.P.
Footnotes
F1, F3, F8
VMW transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares
-8,964,898
Change %
-100%
Price
Shares after
0
Date
22 Nov 2023
Ownership
Held through Silver Lake Partners V DE (AIV), L.P.
Footnotes
F1, F4, F8
VMW transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares
-243,679
Change %
-100%
Price
Shares after
0
Date
22 Nov 2023
Ownership
Held through Silver Lake Technology Investors IV, L.P.
Footnotes
F1, F5, F8
VMW transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares
-109,885
Change %
-100%
Price
Shares after
0
Date
22 Nov 2023
Ownership
Held through Silver Lake Technology Investors V, L.P.
Footnotes
F1, F6, F8
VMW transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares
-37,038
Change %
-100%
Price
Shares after
0
Date
22 Nov 2023
Ownership
Held through Silver Lake Group, L.L.C.
Footnotes
F1, F7, F8
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

SLTA V (GP), L.L.C. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 8 footnotes

Footnote F1

On November 22, 2023, the Issuer completed the previously announced transaction with Broadcom Inc., pursuant to the Agreement and Plan of Merger dated as of May 26, 2022 (the "Merger Agreement"), whereby Broadcom Inc. indirectly acquired the Issuer (the "Merger"). In connection with the Merger, each share of Class A Common Stock of the Issuer was exchanged for the right to receive, at the election of the holder of such share, (a) $142.50 per share in cash, without interest (the "Cash Consideration"), or (b) 0.25200 shares of common stock of Broadcom Inc. (the "Stock Consideration"), subject to proration provisions of the Merger Agreement. In accordance with the proration procedures, of the Issuer's stockholders that elected to receive Stock Consideration, approximately 52.1% of such outstanding shares of Class A Common Stock were converted into Stock Consideration and approximately 47.9% of such outstanding shares of Class A Common Stock were converted into Cash Consideration.

Footnote F2

These securities are directly held by SL SPV-2, L.P. ("SPV-2"). The general partner of SPV-2 is SLTA SPV-2, L.P. ("SLTA SPV") and the general partner of SLTA SPV is SLTA SPV-2 (GP), L.L.C. ("SLTA SPV GP").

Footnote F3

These securities are directly held by Silver Lake Partners IV, L.P. ("SLP IV"). The general partner of SLP IV is Silver Lake Technology Associates IV, L.P. ("SLTA IV") and the general partner of SLTA IV is SLTA IV (GP), L.L.C. ("SLTA IV GP").

Footnote F4

These securities are directly held by Silver Lake Partners V DE (AIV), L.P. ("SLP V"). The general partner of SLP V is Silver Lake Technology Associates V, L.P. ("SLTA V") and the general partner of SLTA V is SLTA V (GP), L.L.C. ("SLTA V GP").

Footnote F5

These securities are directly held by Silver Lake Technology Investors IV, L.P. The general partner of Silver Lake Technology Investors IV, L.P. is SLTA IV and the general partner of SLTA IV is SLTA IV GP.

Footnote F6

These securities are directly held by Silver Lake Technology Investors V, L.P. The general partner of Silver Lake Technology Investors V, L.P. is SLTA V and the general partner of SLTA V is SLTA V GP.

Footnote F7

These securities are directly owned by Silver Lake Group, L.L.C. ("SLG").

Footnote F8

SLG is the managing member of SLTA SPV GP, SLTA IV GP and SLTA V GP. Egon Durban, who served as a director of the Issuer, also serves as a Co-CEO and Managing Member of SLG. Each of the reporting persons may have been deemed to be a director by deputization of the Issuer.

SEC remarks

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4.

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