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| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VMWARE, INC. [ VMW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/30/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) | 12/30/2019 | A(2)(3)(4) | 7,221,836 | (1) | (1) | Class A Common Stock | 7,221,836 | (2)(3)(4) | 307,221,836 | I | See footnote(5) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Each share of Class B common stock of Pivotal Software, Inc. ("Pivotal") beneficially owned by the reporting persons is convertible into one share of Class A common stock of Pivotal at any time at the holder's election. |
| 2. On December 30, 2019, Pivotal and VMware, Inc. ("VMware") completed the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement") by and among Pivotal, VMware and Raven Transaction Sub, a wholly-owned subsidiary of VMware ("Merger Sub"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Pivotal (the "Merger"), with Pivotal surviving the Merger as a wholly-owned subsidiary of VMware and Merger Sub ceasing to exist following the Merger. |
| 3. Pursuant to the Merger Agreement, each outstanding share of Class A common stock of Pivotal, other than (i) shares held by any of Pivotal's stockholders who have properly exercised and perfected their appraisal rights under Section 262 of the Delaware General Corporation Law and (ii) shares held in the treasury of Pivotal or owned, directly or indirectly, by Dell Technologies Inc., EMC Equity Assets LLC, VMW Holdco LLC, VMware or Merger Sub immediately prior to the December 30, 2019, was canceled and ceased to exist and was automatically converted into the right to receive $15.00 in cash and each share of Class B common stock of Pivotal (other than those held by VMware or Merger Sub) was canceled and converted into the right to receive 0.0550 shares of Class B common stock of VMware. |
| 4. [Continuation] On December 30, 2019, in connection with the closing of the transactions under the Merger Agreement, the 131,306,110 shares of Class B common stock of Pivotal previously held by EMC Equity Assets LLC ("EMC Sub"), a direct wholly-owned subsidiary of EMC Corporation ("EMC"), were canceled and EMC Sub received 7,221,836 shares of Class B common stock of VMware. |
| 5. Of the 307,221,836 shares of Class B Common Stock reported in Column 9 of Table II, (a) EMC is the record holder of 240,000,000 shares, (b) VMW Holdco LLC, a direct wholly-owned subsidiary of EMC, is the record holder of 60,000,000 shares, and (c) EMC Sub is the record holder of 7,221,836 shares. EMC is directly wholly owned by Dell Inc., which in turn is indirectly wholly owned by Dell Technologies Inc. through its directly held wholly-owned subsidiary Denali Intermediate Inc. |
| Remarks: |
| Dell Technologies Inc. By: /s/ Robert Potts, Senior Vice President & Assistant Secretary | 01/02/2020 | |
| EMC Corporation By: /s/ Robert Potts, Senior Vice President & Assistant Secretary | 01/02/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||