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Filing Details

Accession Number:: 0001123292-17-001414
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-09-13 16:22:14
Reporting Period:: 2017-09-11

Accepted Time:: 2017-09-13 16:22:14
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1124610	Vmware Inc.	VMW	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
908724	S Michael Dell	One Dell Way Round Rock TX 78682	Chairman Of The Board	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2017-09-11	2,308,807	$0.00	31,114,287	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes

Footnotes

Under the terms of a stock purchase agreement, dated as of March 29, 2017, as supplemented by purchase commitment supplement no. 2, dated as of August 23, 2017, by and among Dell Technologies Inc. (the "Company"), EMC Equity Assets LLC, an indirect wholly-owned subsidiary of the Company, and VMware, Inc., the final price per share will be determined 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 as set forth in the stock purchase agreement. The price per share will be set forth in an amendment to this Form 4 report.
The 2,308,807 shares of Class A Common Stock sold in the reported transaction, which is expected to close on September 14, 2017, were held directly by EMC Equity Assets LLC, a direct wholly-owned subsidiary of EMC Corporation ("EMC"). Of the 31,114,287 shares of Class A Common Stock reported in Column 5 of Table I, (a) EMC is the record holder of 10,149,359 shares, (b) VMW Holdco LLC, a direct wholly-owned subsidiary of EMC, is the record holder of 20,000,000 shares, and (c) EMC Equity Assets LLC is the record holder of 964,928 shares. EMC is directly wholly owned by Dell Inc., which in turn is indirectly wholly owned by the Company through its directly held wholly-owned subsidiary Denali Intermediate Inc. [footnote cont'd]
[continuation] The reporting person may be deemed to beneficially own securities held by EMC, VMW Holdco LLC and EMC Equity Assets LLC by reason of his ownership of securities representing a majority of the voting power represented by all voting securities of the Company. The reporting person disclaims beneficial ownership of the shares of Class A Common Stock held by EMC, VMW Holdco LLC and EMC Equity Assets LLC except to the extent of his pecuniary interest therein.