SEC Form 4 · accession 0001209191-19-000495
VMWARE, INC. · VMW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald J Carty
Director
Period of report
Dec 28, 2018
Accepted (ET)
Jan 2, 2019 · 7:15 pm EST
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 | — | Dec 28, 2018 | J | 3,566 | D | — | — | see footnote 2 | — | 0 | D |
Explanation of responses
- F1Disposed of in connection with share exchange transaction conducted by Dell Technologies ("DT") pursuant to which each outstanding share of DT Class V common stock was exchanged for either (i) 1.8066 shares of DT Class C common stock, or (ii) $120.00 in cash, subject to a cap of $14 billion on the aggregate amount of cash consideration. Pursuant to the DT share exchange transaction, DT Class V common stock was eliminated.
- F2DT Class V common stock was intended to track and reflect the economic performance of the Class V Group of DT, which had attributed to it the economic value of a portion of DT's controlling interest in VMware. Accordingly, the Class V stock may have been considered a derivative security relating to VMware Class A common stock or an equity security relating to VMware. The filing of this Form 4 shall not be deemed an admission that the Class V stock was a derivative security relating to VMware Class A common stock or an equity security relating to VMware for purposes of Section 16 of the Securities Exchange Act of 1934.