0000899243-23-020474.txt : 20231122
0000899243-23-020474.hdr.sgml : 20231122
20231122142850
ACCESSION NUMBER: 0000899243-23-020474
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231122
FILED AS OF DATE: 20231122
DATE AS OF CHANGE: 20231122
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brulard Jean Pierre
CENTRAL INDEX KEY: 0001801837
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33622
FILM NUMBER: 231432851
MAIL ADDRESS:
STREET 1: 3401 HILLVIEW AVENUE
CITY: PALO ALTO
STATE: CA
ZIP: 94304
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: VMWARE LLC
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: 20070405
FORMER COMPANY:
FORMER CONFORMED NAME: VMWARE INC
DATE OF NAME CHANGE: 20000923
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2023-11-22
1
0001124610
VMWARE LLC
VMW
0001801837
Brulard Jean Pierre
3401 HILLVIEW AVENUE
PALO ALTO
CA
94304
0
1
0
0
EVP, Worldwide Sales
0
Class A Common Stock
2023-11-22
4
D
0
71053
D
0
D
Disposed of pursuant to the Agreement and Plan of Merger, dated as of May 26, 2022 (the "Merger Agreement"), by and among VMware, Inc. (the "Issuer"), Broadcom Inc. ("Parent"), Verona Holdco, Inc., a direct wholly owned subsidiary of the Issuer ("Holdco"), Verona Merger Sub, Inc., a direct wholly owned subsidiary of Holdco, Barcelona Merger Sub 2, Inc., a direct wholly owned subsidiary of Parent ("Merger Sub 2"), and Barcelona Merger Sub 3, LLC, a direct wholly owned subsidiary of Parent.
(Continued from Footnote 1) Under the terms of the Merger Agreement, each share of the Issuer's Class A common stock, par value $0.01 per share (the "Common Stock"), issued and outstanding was indirectly converted into the right to receive, at the election of the holder of such share of Common Stock, and subject to proration in accordance with the Merger Agreement: (i) $142.50 per share in cash, without interest (the "Cash Consideration"), or (ii) 0.25200 shares of common stock, par value $0.001 per share of Parent (the "Stock Consideration").
Represents shares underlying restricted stock units of the Issuer, which were converted into a Parent restricted stock unit award based on an equity award exchange ratio calculated as the sum of (i) 50% of the Stock Consideration and (ii) 50% of the Cash Consideration divided by the volume weighted average sale price of Parent common stock over the ten consecutive trading days ending on the second to last trading day immediately preceding the effective time of the merger of Merger Sub 2 with and into Holdco.
/s/ Catherine Dunwoodie, attorney-in-fact
2023-11-22