SEC Form 4 · accession 0001209191-19-003818
VMWARE, INC. · VMW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patrick P Gelsinger
Officer — Chief Executive Officer · Director
Period of report
Jan 11, 2019
Accepted (ET)
Jan 15, 2019 · 7:50 pm EST
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 | Jan 11, 2019 | M | 30,095 | $69.81 | A | 286,929 | D | |
| Class A Common StockF2,F3,F1 | Jan 11, 2019 | S | 2,600 | $145.56 | D | 284,329 | D | |
| Class A Common StockF3,F4,F1 | Jan 11, 2019 | S | 18,058 | $146.64 | D | 266,271 | D | |
| Class A Common StockF3,F5,F1 | Jan 11, 2019 | S | 9,437 | $147.37 | D | 256,834 | D | |
| Class A Common StockF6 | holding | — | — | — | 151,869 | I | by GRAT |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right-to-buy)F8,F7,F9 | $69.81 | Jan 11, 2019 | M | 30,095 | D | — | Jul 25, 2020 | Class A Common Stock | 30,095 | 21,086 | D |
Explanation of responses
- F1Reflects equitable adjustment to the number of unvested RSUs as of December 28, 2018 in connection with VMware's special cash dividend. Pursuant to the adjustment, the number of unvested RSUs was multiplied by a conversion factor of 1.2038.
- F2Price represents weighted average for sales reported. The range of prices for the sales reported is $144.98 through $145.96.
- F3The reporting person will provide upon request by the Securities and Exchange Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F4Price represents weighted average for sales reported. The range of prices for the sales reported is $145.98 through $146.97.
- F5Price represents weighted average for sales reported. The range of prices for the sales reported is $146.98 through $147.90.
- F6The shares were previously reported as directly beneficially owned but were contributed to a grantor retained annuity trust on December 31,2018.
- F7Reflects equitable adjustment to the option exercise price as of December 28, 2018 in connection with VMware's special cash dividend. Pursuant to the adjustment, the exercise price was multiplied by a conversion factor of 0.8307.
- F8Reflects equitable adjustment to the number of outstanding options as of December 28, 2018 in connection with VMware's special cash dividend. Pursuant to the adjustment, the number of outstanding option shares was multiplied by a conversion factor of 1.2038.
- F9The option is fully vested.
Remarks
These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.