Page 13 of 17 – SEC Filing
Explanatory Note
This Amendment No. 7 (the Amendment No. 7) 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 March 30, 2017 and Amendment No. 6 to the Schedule 13D filed on April 5, 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 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 is being filed to report the following events in connection with the transactions disclosed in Amendment No. 5 to the Schedule 13D: (a) the sale, which closed on May 10, 2017, by EMC Sub of an additional 666,354 shares of
the Issuers Class A Common Stock to the Issuer; and (b) a reduction in the number of shares and percentages of the outstanding Class A Common Stock of the Issuer which may be deemed to be beneficially owned by the Reporting
Persons as a result of such sale of Class A Common Stock by EMC Sub to the Issuer.
| 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) After completion of the transaction reported in Item 5(c), the Reporting Persons may be deemed to beneficially own an aggregate of 333,423,094
shares of the Issuers Class A Common Stock, which includes (i) 33,423,094 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 81.8% 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 408,408,591 shares of common stock of the Issuer outstanding as of May 5, 2017, and include 108,408,591 shares of Class A Common Stock and 300,000,000 shares of Class B Common
Stock, as provided by the Issuer, reflect that the 666,354 shares of Class A Common Stock sold to the Issuer on May 10, 2017 in connection with the transactions reported herein are no longer outstanding following such transaction 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, EMC
Sub 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 the Schedule 13D and is incorporated herein by reference in response to this Item 5.
