SEC Form 4 · accession 0001209191-16-140838
VMWARE, INC. · VMW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul Sagan
Director
Period of report
Sep 7, 2016
Accepted (ET)
Sep 9, 2016 · 7:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001124610
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Dell Technologies Class V common stockF1,F2 | — | Sep 7, 2016 | J | 9,866 | A | — | — | see footnote 2 | — | 9,866 | D |
Explanation of responses
- F1Received in connection with the acquisition by Dell Technologies Inc. ("DT") of EMC Corporation ("EMC") by merger (the "Merger"), in exchange for 88,523 shares of EMC common stock. The reporting person acquired the right to receive $24.05 in cash and 0.11146 shares of DT Class V common stock (the "Class V stock") per share of EMC common stock at the effective time of the Merger. On the effective date of the Merger, the closing price of the Class V stock was $48.00 per share. The Class V stock has no exercise date or expiration date.
- F2As of June 30, 2016, EMC held 80.6% of the outstanding common stock of VMware, Inc. ("VMW") and 97.4% of the combined voting power of VMW's outstanding common stock. Effective at the effective time of the Merger, DT became the indirect owner of all of such shares, and VMW became an indirectly-held, majority-owned subsidiary of DT. The Class V stock is intended to track and reflect the economic performance of the Class V Group of DT, which will initially have attributed to it approximately 65% of the economic value of EMC's economic interest in VMware, which was acquired by DT in the Merger. Accordingly, the Class V stock may be considered a derivative security relating to VMW Class A common stock or an equity security relating to VMW. The filing of this Form 4 shall not be deemed an admission that the Class V stock is a derivative security relating to VMW Class A common stock or an equity security relating to VMW for purposes of Section 16 of the Securities Exchange Act of 1934.