Page 3 of 5 – SEC Filing
Explanatory Note
This Amendment No. 5 (the Amendment) amends the statement on Schedule 13D originally filed by Dell Technologies Inc., a
Delaware corporation (Dell Technologies), EMC Corporation, a Massachusetts corporation, and Michael S. Dell (collectively, the Reporting Persons) on September 15, 2016, as amended by Amendment No. 1 to the Schedule
13D filed on November 8, 2016, Amendment No. 2 to the Schedule 13D filed on December 15, 2016, Amendment No. 3 to the Schedule 13D filed on December 22, 2016 and Amendment No. 4 to the Schedule 13D filed on
February 15, 2017 (the Schedule 13D). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the
Schedule 13D remains unchanged. This Amendment is being filed to report the entry by Dell Technologies into a stock purchase agreement with the Issuer pursuant to which an indirect wholly-owned subsidiary of
Dell Technologies will sell to the Issuer, and the Issuer will purchase for cash from such subsidiary, shares of Class A Common Stock of the Issuer.
| Item 4. | Purpose of the Transaction. |
Item 4 is hereby amended as follows:
The information set forth in amended Item 6 below is incorporated by reference herein.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 is hereby amended as follows:
March 2017
Stock Purchase Agreement
On March 29, 2017, Dell Technologies entered into a stock purchase agreement by and among Dell Technologies,
EMC Equity Assets LLC (EMC Sub), an indirect wholly-owned subsidiary of Dell Technologies, and the Issuer (the March 2017 Stock Purchase Agreement), pursuant to which EMC Sub will sell to the Issuer, and the Issuer will
purchase for cash from EMC Sub, $300 million of Class A Common Stock. Dell Technologies expects to apply the proceeds from the sale to the repurchase of shares of its Class V common stock, but may use such proceeds for other
purposes.
Under the terms of the March 2017 Stock Purchase Agreement, the Issuer will receive delivery of Class A Common Stock with
a value of approximately $240 million on the sale date in exchange for payment of $300 million in cash in an initial closing scheduled to occur on April 5, 2017, with the remainder of the Class A Common Stock to be
delivered at a later date in a second closing expected to occur in the second quarter of Dell Technologies 2018 fiscal year. The total number of shares of Class A Common Stock to be purchased by the Issuer under the March 2017 Stock
Purchase Agreement will be based on the volume-weighted average per share price of the Class A Common Stock as reported on the New York Stock Exchange during a specified reference period, less a discount of 3.5% from that volume-weighted average per share price, and subject to adjustment in certain circumstances.
Dell
Technologies and its controlled affiliates are prohibited under the March 2017 Stock Purchase Agreement from acquiring additional shares of the Class A Common Stock during the specified reference period referred to above.
The foregoing summary of the March 2017 Stock Purchase Agreement is qualified in its entirety by reference to the complete text of the
agreement, a copy of which is filed as an exhibit hereto and incorporated by reference herein.
| Item 7. | Material to be filed as Exhibits. |
Item 7 is hereby amended as follows:
Exhibit 8 Stock Purchase Agreement, dated as of March 29, 2017, among Dell Technologies Inc., EMC Equity Assets LLC and VMware,
Inc., incorporated by reference to Exhibit 10.1 to VMware, Inc.s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 30, 2017 (Commission File No. 001-33622)
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