X0306 4 2016-09-07 0 0001124610 VMWARE, INC. VMW 0001316331 GELSINGER PATRICK P 3401 HILLVIEW AVENUE PALO ALTO CA 94304 1 1 0 0 Chief Executive Officer Dell Technologies Class V common stock 2016-09-07 4 J 0 27860 A see footnote 2 27860 D Dell Technologies Class V common stock 2016-09-07 4 J 0 20645 A see footnote 2 20645 I held by LLC Received in connection with the acquisition by Dell Technologies Inc. ("DT") of EMC Corporation ("EMC") by merger (the "Merger"), in exchange for 249,966 shares of EMC common stock. The reporting person acquired the right to receive $24.05 in cash and 0.11146 shares of DT Class V common stock (the "Class V stock") per share of EMC common stock at the effective time of the Merger. On the effective date of the Merger, the closing price of the Class V stock was $48.00 per share. The Class V stock has no exercise date or expiration date. As of June 30, 2016, EMC held 80.6% of the outstanding common stock of VMware, Inc. ("VMW") and 97.4% of the combined voting power of VMW's outstanding common stock. Effective at the effective time of the Merger, DT became the indirect owner of all of such shares, and VMW became an indirectly-held, majority-owned subsidiary of DT. The Class V stock is intended to track and reflect the economic performance of the Class V Group of DT, which will initially have attributed to it approximately 65% of the economic value of EMC's economic interest in VMware, which was acquired by DT in the Merger. Accordingly, the Class V stock may be considered a derivative security relating to VMW Class A common stock or an equity security relating to VMW. The filing of this Form 4 shall not be deemed an admission that the Class V stock is a derivative security relating to VMW Class A common stock or an equity security relating to VMW for purposes of Section 16 of the Securities Exchange Act of 1934. Received in connection with the Merger, in exchange for 185,226 shares of EMC common stock. The reporting person acquired the right to receive $24.05 in cash and 0.11146 shares of DT Class V common stock (the "Class V stock") per share of EMC common stock at the effective time of the Merger. On the effective date of the Merger, the closing price of the Class V stock was $48.00 per share. The Class V stock has no exercise date or expiration date. These shares are held in a limited liability company ("LLC") established for the benefit of the reporting person's children. The reporting person's spouse is manager of the LLC. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. Larry Wainblat, attorney-in-fact 2016-09-09