0000899243-17-012509.txt : 20170509 0000899243-17-012509.hdr.sgml : 20170509 20170509175355 ACCESSION NUMBER: 0000899243-17-012509 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170505 FILED AS OF DATE: 20170509 DATE AS OF CHANGE: 20170509 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Partners III LP CENTRAL INDEX KEY: 0001387096 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33622 FILM NUMBER: 17827777 BUSINESS ADDRESS: STREET 1: 2775 Sand Hill Rd Ste 100 CITY: Menlo Park STATE: CA ZIP: 94025 MAIL ADDRESS: STREET 1: 2775 Sand Hill Rd Ste 100 CITY: Menlo Park STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Group, L.L.C. CENTRAL INDEX KEY: 0001418226 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33622 FILM NUMBER: 17827783 BUSINESS ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6502338120 MAIL ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLTA III (GP), L.L.C. CENTRAL INDEX KEY: 0001491808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33622 FILM NUMBER: 17827781 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE PARTNERS STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94205 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE PARTNERS STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Partners IV, L.P. CENTRAL INDEX KEY: 0001552054 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33622 FILM NUMBER: 17827780 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8020 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Durban Egon CENTRAL INDEX KEY: 0001651403 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33622 FILM NUMBER: 17827778 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Technology Investors IV, L.P. CENTRAL INDEX KEY: 0001672565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33622 FILM NUMBER: 17827779 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650)233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLTA IV (GP), L.L.C. CENTRAL INDEX KEY: 0001672568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33622 FILM NUMBER: 17827784 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650)233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VMWARE, INC. CENTRAL INDEX KEY: 0001124610 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943292913 STATE OF INCORPORATION: DE FISCAL YEAR END: 0202 BUSINESS ADDRESS: STREET 1: 3401 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: (650) 427-5000 MAIL ADDRESS: STREET 1: 3401 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 FORMER COMPANY: FORMER CONFORMED NAME: VMWARE INC DATE OF NAME CHANGE: 20000923 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Technology Associates III, L.P. CENTRAL INDEX KEY: 0001491809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33622 FILM NUMBER: 17827782 BUSINESS ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6502338120 MAIL ADDRESS: STREET 1: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Technology Associates IV, L.P. CENTRAL INDEX KEY: 0001672566 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33622 FILM NUMBER: 17827785 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650)233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Technology Investors III, L.P. CENTRAL INDEX KEY: 0001637683 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33622 FILM NUMBER: 17827776 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650)233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-05-05 0 0001124610 VMWARE, INC. VMW 0001651403 Durban Egon C/O SILVER LAKE PARTNERS, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001387096 Silver Lake Partners III LP C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001637683 Silver Lake Technology Investors III, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 0 0 1 0 0001491809 Silver Lake Technology Associates III, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001491808 SLTA III (GP), L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001552054 Silver Lake Partners IV, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001672565 Silver Lake Technology Investors IV, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001672566 Silver Lake Technology Associates IV, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001672568 SLTA IV (GP), L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001418226 Silver Lake Group, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 Class A Common Stock 2017-05-05 4 S 0 666354 89.1383 D 33423094 I See footnotes The price per share paid for the Class A Common Stock sold in the reported transaction was calculated in the manner reported in the Form 4 filed by the Reporting Persons on April 4, 2017. The 666,354 shares of Class A Common Stock of VMware, Inc. (the "Issuer") sold in the reported transaction, which is expected to close on May 10, 2017, were held directly by EMC Equity Assets LLC, a direct wholly-owned subsidiary of EMC Corporation ("EMC"). Following the transaction, VMW Holdco LLC, a direct wholly-owned subsidiary of EMC, is the record holder of 20,000,000 of the 33,423,094 shares of Class A Common Stock reported in Column 5 of Table I, EMC is the record holder of 13,379,359 such shares, and EMC Equity Assets LLC is the record holder of the remainder of such shares. EMC is directly wholly-owned by Dell Inc., which in turn is indirectly wholly-owned by Dell Technologies Inc. ("Dell Technologies") through its directly held wholly-owned subsidiary Denali Intermediate Inc. Dell Technologies is owned by investors including Silver Lake Partners III, L.P. ("SLP III"), Silver Lake Technology Investors III, L.P. ("SLTI III"), Silver Lake Partners IV, L.P. ("SLP IV"), Silver Lake Technology Investors IV, L.P. ("SLTI IV") and SLP Denali Co-Invest, L.P. ("SLP Denali," and together with SLP III, SLTI III, SLP IV and SLTI IV, the "Silver Lake Funds"). Silver Lake Group, L.L.C. ("SLG") is the managing member of (i) SLTA III (GP), L.L.C. ("SLTA III GP"), which is the general partner of Silver Lake Technology Associates III, L.P. ("SLTA III"), which is the general partner of SLP III and SLTI III and the managing member of SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"), which is the general partner of SLP Denali and (ii) SLTA IV (GP), L.L.C. ("SLTA IV GP"), which is the general partner of Silver Lake Technology Associates IV, L.P. ("SLTA IV", and collectively with the Silver Lake Funds, SLP Denali GP, SLTA III, SLTA III GP, SLTA IV GP and SLG, the "Silver Lake Investors"), which is the general partner of SLP IV and SLTI IV. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG. The Silver Lake Funds have the right, under an agreement with Dell Technologies and other Dell Technologies stockholders, to approve the sale by Dell Technologies or specified subsidiaries of Dell Technologies of any shares of common stock of the Issuer held by them. As a result of the relationships and contractual provisions described above and in footnotes (2), (3) and (4) above, each of the Reporting Persons may be deemed to beneficially own securities of the Issuer held by VMW Holdco LLC, EMC Equity Assets LLC and EMC. This filing shall not be deemed an admission that the Silver Lake Investors engaged in any transaction subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, SLP Denali and SLP Denali GP have filed a separate Form 4, which reports the transaction reported herein. Michael S. Dell, Dell Technologies and EMC are also separately filing a Form 4 reporting the transaction reported herein. By: /s/ Karen M. King, Attorney-in-Fact for Egon Durban 2017-05-09 By: /s/ Karen M. King, Managing Director and CLO of Silver Lake Group, L.L.C. 2017-05-09 By: /s/ Karen M. King, Managing Director and CLO of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C. 2017-05-09 By: /s/ Karen M. King, Managing Director and CLO of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., general partner of Silver Lake Technology Associates III, L.P. 2017-05-09 By: /s/ Karen M. King, Managing Director and CLO of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., general partner of Silver Lake Technology Associates III, L.P., general partner of Silver Lake Partners III, L.P. 2017-05-09 By: /s/ Karen M. King, Managing Director and CLO of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., general partner of Silver Lake Technology Associates III, L.P., general partner of Silver Lake Technology Investors III, L.P. 2017-05-09 By: /s/ Karen M. King, Managing Director and CLO of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C. 2017-05-09 By: /s/ Karen M. King, Managing Director and CLO of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P. 2017-05-09 By: /s/ Karen M. King, Managing Director and CLO of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P., general partner of Silver Lake Partners IV, L.P. 2017-05-09 By: /s/ Karen M. King, Managing Director and CLO of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P., general partner of Silver Lake Technology Investors IV, L.P. 2017-05-09