SEC Form 3 · accession 0001123292-17-000832
VMWARE, INC. · VMW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
VMW Holdco LLC
10% Owner
Period of report
Apr 12, 2017
Accepted (ET)
Apr 13, 2017 · 4:55 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001124610
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | holding | — | — | — | 20,000,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F2 | — | holding | — | — | — | — | — | Class A Common Stock | 60,000,000 | — | D |
Explanation of responses
- F1The reporting person is a direct wholly-owned subsidiary of EMC Corporation ("EMC"). EMC is directly wholly owned by Dell Inc., which in turn is indirectly wholly owned by Dell Technologies Inc. ("Dell Technologies") through its directly held wholly-owned subsidiary Denali Intermediate Inc. On April 12, 2017, the reporting person received these shares of Class A Common Stock and Class B Common Stock as a capital contribution from its parent, EMC. Dell Technologies and EMC each retain beneficial ownership of such shares of Class A Common Stock and Class B Common Stock following such transfer.
- F2Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time, upon the election of the holder.