13D Filing: Silver Lake Partners and Vmware Inc. (VMW)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

VMware, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

928563402

(CUSIP Number)

Karen M. King, Esq.

Silver Lake

2775 Sand
Hill Road, Suite 100

Menlo Park, CA 94025

(650) 233-8120

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to:

Richard Capelouto, Esq.

Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo
Alto, California 94304

(650) 251-5000

September 14, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).

CUSIP NO. 928563402

CUSIP NO. 928563402

CUSIP NO. 928563402

CUSIP NO. 928563402

CUSIP NO. 928563402

Explanatory Note

This Amendment No. 9 (the Amendment No. 9) amends the statement on Schedule 13D originally filed by the Reporting Persons on
September 19, 2016, as amended by Amendment No. 1 to the Schedule 13D filed on November 7, 2016, Amendment No. 2 to the Schedule 13D filed on December 16, 2016, Amendment No. 3 to the Schedule 13D filed on
December 22, 2016, Amendment No. 4 to the Schedule 13D filed on February 15, 2017, Amendment No. 5 to the Schedule 13D filed on March 30, 2017, Amendment No. 6 to the Schedule 13D filed on April 5, 2017,
Amendment No. 7 to the Schedule 13D filed on May 10, 2017 and Amendment No. 8 to the Schedule 13D filed on August 24, 2017 (as so amended, the Schedule 13D). The Items below amend the information disclosed under
the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 9 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined
herein shall have the meanings attributed to them in the Schedule 13D.

The Class A Common Stock of the Issuer reported as beneficially owned in the
Schedule 13D is directly held by EMC Corporation (EMC) or its wholly-owned subsidiaries, EMC Equity Assets LLC (EMC Sub) and VMW Holdco LLC (VMW Holdco). EMC is a wholly-owned subsidiary of Dell Inc., which
is indirectly wholly-owned by Dell Technologies Inc. (Dell Technologies). Dell Technologies is owned by investors including certain of the Reporting Persons, Michael S. Dell, a separate property trust for the benefit of
Mr. Dells wife and funds affiliated with MSD Partners, L.P. This Amendment No. 9 is being filed to report a change in the number of shares and percentage of the outstanding Class A Common Stock of the Issuer which may
be deemed to be beneficially owned by the Reporting Persons, in connection with the transactions under Purchase Commitment Supplement No. 2 (Supplement No. 2), dated as of August 23, 2017, to the Stock Purchase
Agreement, dated as of March 29, 2017, by and among Dell Technologies, EMC Sub and the Issuer (as supplemented by Supplement No. 2, the August 2017 Stock Purchase Agreement) previously disclosed in Amendment No. 8 to
the Schedule 13D, filed on August 24, 2017.

Item 4. Purpose of the Transaction.

Item 4 is hereby amended and supplemented by adding the following paragraph at the end thereof:

The information set forth in Item 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.

Item 5. Interest in Securities of the Issuer.

The
information contained in rows 7, 8, 9, 10, 11, 12 and 13 on each of the cover pages of this Amendment and the information set forth or incorporated in Items 2 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 5.

Items 5 (a), (b) and (c) are hereby amended and restated as follows:

(a) (b) As of September 14, 2017, after completion of the transaction reported in Item 5(c), the Reporting Persons may be deemed to beneficially
own an aggregate of 331,114,287 shares of the Issuers Class A Common Stock, which includes (i) 31,114,287 shares of the Issuers Class A Common Stock held by EMC, VMW Holdco or EMC Sub and (ii) 300,000,000 shares of the
Issuers Class B Common Stock held by EMC or VMW Holdco, which are convertible into shares of Class A Common Stock on a one-for-one basis at any time
at the election of EMC or VMW Holdco, as applicable, representing approximately 81.5% of the issued and outstanding shares of the Issuers Class A Common Stock calculated on the basis of Rule 13d-3
of the Exchange Act. The percentages of beneficial ownership in this Schedule 13D are based on 408,792,573 shares of common stock of the Issuer outstanding as of September 5, 2017, and include 108,792,573 shares of Class A Common Stock and
300,000,000 shares of Class B Common Stock, as provided by the Issuer, reflect that the 2,308,807 shares of Class A Common Stock sold to the Issuer on September 14, 2017 in connection with the transaction reported herein are no
longer outstanding, and assume conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. As further described in Item 6 of the Schedule 13D, the Reporting Persons may be deemed to share voting and
dispositive power over all shares reported herein with EMC, VMW Holdco (to the extent of its direct holdings), EMC Sub (to the extent of its direct holdings), Dell Technologies and certain of its other subsidiaries, and Mr. Dell. Dell
Technologies, EMC, VMW Holdco and Mr. Dell separately file Schedule 13D filings reporting their respective beneficial ownership of such securities.

Information with respect to the beneficial ownership of Class A Common Stock by the individuals listed in
Annex A of the Schedule 13D is set forth in Annex A of Amendment No. 8 to the Schedule 13D and is incorporated herein by reference in response to this Item 5.

(c) On September 14, 2017, EMC Sub sold 2,308,807 shares of Class A Common Stock to the Issuer for a cash payment of $300 million in an initial
closing pursuant to the August 2017 Stock Purchase Agreement. The shares delivered to the Issuer on September 14, 2017 had a value of approximately $240 million based on a closing price of $107.72 per share as reported on the New York
Stock Exchange on September 11, 2017, less a discount of 3.5% from that per share price. Under the August 2017 Stock Purchase Agreement, EMC Sub will deliver to the Issuer the remaining shares of Class A Common Stock at a later date in a
second closing that is expected to occur in the third quarter of the 2018 fiscal year of Dell Technologies. The total number of shares of Class A Common Stock to be purchased by the Issuer under the August 2017 Stock Purchase Agreement will be
based on the volume-weighted average price per share 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. The terms of the August 2017 Stock Purchase Agreement are described in Amendment No. 8 to the Schedule 13D filed on August 24, 2017. A copy
of the Stock Purchase Agreement, dated as of March 29, 2017, is filed as an exhibit to Amendment No. 5 to the Schedule 13D, and a copy of Supplement No. 2 is filed as an exhibit to Amendment No. 8 to the Schedule 13D.

Except as set forth in this Amendment, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other person listed in
Annex A, have effected any transaction in Class A Common Stock since the filing of Amendment No. 8 to the Schedule 13D on August 24, 2017.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented by adding the following paragraph at the end thereof:

The information set forth in Item 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.

Signatures

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.

Dated: September 14, 2017