0000899243-23-020476.txt : 20231122 0000899243-23-020476.hdr.sgml : 20231122 20231122143010 ACCESSION NUMBER: 0000899243-23-020476 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: Olli Amy Fliegelman CENTRAL INDEX KEY: 0001375103 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33622 FILM NUMBER: 231432855 MAIL ADDRESS: STREET 1: C/O VMWARE, INC. STREET 2: 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 0001375103 Olli Amy Fliegelman 3401 HILLVIEW AVENUE PALO ALTO CA 94304 0 1 0 0 EVP, GC & Secretary 0 Class A Common Stock 2023-11-22 4 D 0 35163 D 68274 D Class A Common Stock 2023-11-22 4 D 0 68274 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