SEC Form 4 · accession 0001123292-17-000905
VMWARE, INC. · VMW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael S Dell
Officer — Chairman of the Board · Director · 10% Owner
Period of report
May 5, 2017
Accepted (ET)
May 9, 2017 · 4:29 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,F2,F3 | May 5, 2017 | S | 666,354 | $89.1383 | D | 33,423,094 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price per share paid for the Class A Common Stock sold in the reported transaction was calculated in the manner reported in the Form 4 filed by the Reporting Person on April 4, 2017.
- F2The 666,354 shares of Class A Common Stock sold in the reported transaction, which is expected to close on May 10, 2017, were held directly by EMC Equity Assets LLC, a direct wholly-owned subsidiary of EMC Corporation ("EMC"). Following the reported transaction, (a) EMC is the record holder of 13,379,359 shares and VMW Holdco LLC ("VMW Holdco"), a direct wholly-owned subsidiary of EMC, is the record holder of 20,000,000 shares of the 33,423,094 shares of Class A Common Stock reported in Column 5 of Table I, and (b) EMC Equity Assets LLC is the record holder of the remainder of the shares of Class A Common Stock reported in Column 5 of Table I. EMC is directly wholly owned by Dell Inc., which in turn is indirectly wholly owned by Dell Technologies Inc. (the "Company") through its directly held wholly-owned subsidiary Denali Intermediate Inc. [footnote cont'd]
- F3[continuation] The reporting person may be deemed to beneficially own securities held by EMC, VMW Holdco and EMC Equity Assets LLC by reason of his ownership of securities representing a majority of the voting power represented by all voting securities of the Company. The reporting person disclaims beneficial ownership of the shares of Class A Common Stock held by EMC, VMW Holdco and EMC Equity Assets LLC except to the extent of his pecuniary interest therein.