0001193125-17-166027.txt : 20170510 0001193125-17-166027.hdr.sgml : 20170510 20170510165233 ACCESSION NUMBER: 0001193125-17-166027 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170510 DATE AS OF CHANGE: 20170510 GROUP MEMBERS: SILVER LAKE PARTNERS III, L.P. GROUP MEMBERS: SILVER LAKE PARTNERS IV, L.P. GROUP MEMBERS: SILVER LAKE TECHNOLOGY ASSOCIATES III, L.P. GROUP MEMBERS: SILVER LAKE TECHNOLOGY ASSOCIATES IV, L.P. GROUP MEMBERS: SILVER LAKE TECHNOLOGY INVESTORS III, L.P. GROUP MEMBERS: SILVER LAKE TECHNOLOGY INVESTORS IV, L.P. GROUP MEMBERS: SLP DENALI CO-INVEST GP, L.L.C. GROUP MEMBERS: SLP DENALI CO-INVEST, L.P. GROUP MEMBERS: SLTA III (GP), L.L.C. GROUP MEMBERS: SLTA IV (GP), L.L.C. SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83098 FILM NUMBER: 17831216 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Silver Lake Group, L.L.C. CENTRAL INDEX KEY: 0001418226 IRS NUMBER: 260895325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 d394280dsc13da.htm SCHEDULE 13D (AMENDMENT NO. 7) Schedule 13D (Amendment No. 7)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

 

VMware, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

928563402

(CUSIP Number)

Karen M. King, Esq.

Silver Lake

2775 Sand Hill Road, Suite 100

Menlo Park, CA 94025

(650) 233-8120

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

With copies to:

Richard Capelouto, Esq.

Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo Alto, California 94304

(650) 251-5000

May 10, 2017

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP NO. 928563402

 

  1.   

Names of Reporting Persons.

 

Silver Lake Partners III, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

333,423,094(1)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

333,423,094(1)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

333,423,094(1)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

 

81.8%(1)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) Includes (i) 33,423,094 shares of Class A Common Stock and (ii) 300,000,000 shares of Class B Common Stock convertible into an equal number of shares of Class A Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock.


CUSIP NO. 928563402

 

  1.   

Names of Reporting Persons.

 

Silver Lake Technology Investors III, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

333,423,094(1)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

333,423,094(1)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

333,423,094(1)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

 

81.8%(1)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) Includes (i) 33,423,094 shares of Class A Common Stock and (ii) 300,000,000 shares of Class B Common Stock convertible into an equal number of shares of Class A Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock.


CUSIP NO. 928563402

 

  1.   

Names of Reporting Persons.

 

SLP Denali Co-Invest, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

333,423,094(1)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

333,423,094(1)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

333,423,094(1)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

 

81.8%(1)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) Includes (i) 33,423,094 shares of Class A Common Stock and (ii) 300,000,000 shares of Class B Common Stock convertible into an equal number of shares of Class A Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock.


CUSIP NO. 928563402

 

  1.   

Names of Reporting Persons.

 

SLP Denali Co-Invest GP, L.L.C.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

333,423,094(1)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

333,423,094(1)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

333,423,094(1)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

 

81.8%(1)

14.  

Type of Reporting Person (See Instructions)

 

OO

 

(1) Includes (i) 33,423,094 shares of Class A Common Stock and (ii) 300,000,000 shares of Class B Common Stock convertible into an equal number of shares of Class A Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock.


CUSIP NO. 928563402

 

  1.   

Names of Reporting Persons.

 

Silver Lake Technology Associates III, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

333,423,094(1)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

333,423,094(1)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

333,423,094(1)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

 

81.8%(1)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) Includes (i) 33,423,094 shares of Class A Common Stock and (ii) 300,000,000 shares of Class B Common Stock convertible into an equal number of shares of Class A Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock.


CUSIP NO. 928563402

 

  1.   

Names of Reporting Persons.

 

SLTA III (GP), L.L.C.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

333,423,094(1)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

333,423,094(1)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

333,423,094(1)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

 

81.8%(1)

14.  

Type of Reporting Person (See Instructions)

 

OO

 

(1) Includes (i) 33,423,094 shares of Class A Common Stock and (ii) 300,000,000 shares of Class B Common Stock convertible into an equal number of shares of Class A Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock.


CUSIP NO. 928563402

 

  1.   

Names of Reporting Persons.

 

Silver Lake Partners IV, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

333,423,094(1)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

333,423,094(1)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

333,423,094(1)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

 

81.8%(1)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) Includes (i) 33,423,094 shares of Class A Common Stock and (ii) 300,000,000 shares of Class B Common Stock convertible into an equal number of shares of Class A Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock.


CUSIP NO. 928563402

 

  1.   

Names of Reporting Persons.

 

Silver Lake Technology Investors IV, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

333,423,094(1)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

333,423,094(1)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

333,423,094(1)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

 

81.8%(1)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) Includes (i) 33,423,094 shares of Class A Common Stock and (ii) 300,000,000 shares of Class B Common Stock convertible into an equal number of shares of Class A Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock.


CUSIP NO. 928563402

 

  1.   

Names of Reporting Persons.

 

Silver Lake Technology Associates IV, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

333,423,094(1)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

333,423,094(1)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

333,423,094(1)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

 

81.8%(1)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) Includes (i) 33,423,094 shares of Class A Common Stock and (ii) 300,000,000 shares of Class B Common Stock convertible into an equal number of shares of Class A Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock.


CUSIP NO. 928563402

 

  1.   

Names of Reporting Persons.

 

SLTA IV (GP), L.L.C.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

333,423,094(1)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

333,423,094(1)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

333,423,094(1)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

 

81.8%(1)

14.  

Type of Reporting Person (See Instructions)

 

OO

 

(1) Includes (i) 33,423,094 shares of Class A Common Stock and (ii) 300,000,000 shares of Class B Common Stock convertible into an equal number of shares of Class A Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock.


CUSIP NO. 928563402

 

  1.   

Names of Reporting Persons.

 

Silver Lake Group, L.L.C.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

333,423,094(1)

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

333,423,094(1)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

333,423,094(1)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

 

81.8%(1)

14.  

Type of Reporting Person (See Instructions)

 

OO

 

(1) Includes (i) 33,423,094 shares of Class A Common Stock and (ii) 300,000,000 shares of Class B Common Stock convertible into an equal number of shares of Class A Common Stock at any time. See Item 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock.


Explanatory Note

This Amendment No. 7 (the “Amendment No. 7”) amends the statement on Schedule 13D originally filed by the Reporting Persons on September 19, 2016, as amended by Amendment No. 1 to the Schedule 13D filed on November 7, 2016, Amendment No. 2 to the Schedule 13D filed on December 16, 2016, Amendment No. 3 to the Schedule 13D filed on December 22, 2016, Amendment No. 4 to the Schedule 13D filed on February 15, 2017, Amendment No. 5 to the Schedule 13D filed March 30, 2017 and Amendment No. 6 to the Schedule 13D filed on April 5, 2017 (as so amended, the “Schedule 13D”). The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D..

The Class A Common Stock of the Issuer reported as beneficially owned in the Schedule 13D is directly held by EMC Corporation (“EMC”) or its wholly-owned subsidiaries EMC Equity Assets LLC (“EMC Sub”) and VMW Holdco LLC (“VMW Holdco”). EMC is a wholly-owned subsidiary of Dell Inc., which is indirectly wholly-owned by Dell Technologies Inc. (“Dell Technologies”). Dell Technologies is owned by investors including certain of the Reporting Persons, Michael S. Dell, a separate property trust for the benefit of Mr. Dell’s wife and funds affiliated with MSD Partners, L.P. This Amendment is being filed to report the following events in connection with the transactions disclosed in Amendment No. 5 to the Schedule 13D: (a) the sale, which closed on May 10, 2017, by EMC Sub of an additional 666,354 shares of the Issuer’s Class A Common Stock to the Issuer; and (b) a reduction in the number of shares and percentages of the outstanding Class A Common Stock of the Issuer which may be deemed to be beneficially owned by the Reporting Persons as a result of such sale of Class A Common Stock by EMC Sub to the Issuer.

 

Item 4. Purpose of the Transaction.

Item 4 is hereby amended and supplemented by adding the following paragraph at the end thereof:

The information set forth in Item 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.

 

Item 5. Interest in Securities of the Issuer.

The information contained in rows 7, 8, 9, 10, 11, 12 and 13 on each of the cover pages of this Amendment and the information set forth or incorporated in Items 2 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 5.

Items 5 (a), (b) and (c) are hereby amended and restated as follows:

(a) – (b) After completion of the transaction reported in Item 5(c), the Reporting Persons may be deemed to beneficially own an aggregate of 333,423,094 shares of the Issuer’s Class A Common Stock, which includes (i) 33,423,094 shares of the Issuer’s Class A Common Stock held by EMC, VMW Holdco or EMC Sub and (ii) 300,000,000 shares of the Issuer’s Class B Common Stock held by EMC or VMW Holdco, which are convertible into shares of Class A Common Stock on a one-for-one basis at any time at the election of EMC or VMW Holdco, as applicable, representing approximately 81.8% of the issued and outstanding shares of the Issuer’s Class A Common Stock calculated on the basis of Rule 13d-3 of the Exchange Act. The percentages of beneficial ownership in this Schedule 13D are based on 408,408,591 shares of common stock of the Issuer outstanding as of May 5, 2017, and include 108,408,591 shares of Class A Common Stock and 300,000,000 shares of Class B Common Stock, as provided by the Issuer, reflect that the 666,354 shares of Class A Common Stock sold to the Issuer on May 10, 2017 in connection with the transactions reported herein are no longer outstanding following such transaction and assume conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. As further described in Item 6 of the Schedule 13D, the Reporting Persons may be deemed to share voting and dispositive power over all shares reported herein with EMC, VMW Holdco (to the extent of its direct holdings), EMC Sub (to the extent of its direct holdings), Dell Technologies and certain of its other subsidiaries, and Mr. Dell. Dell Technologies, EMC, VMW Holdco, EMC Sub and Mr. Dell separately file Schedule 13D filings reporting their respective beneficial ownership of such securities.

Information with respect to the beneficial ownership of Class A Common Stock by the individuals listed in Annex A of the Schedule 13D is set forth in Annex A of the Schedule 13D and is incorporated herein by reference in response to this Item 5.


(c) On May 10, 2017, EMC Sub sold an additional 666,354 shares of Class A Common Stock to the Issuer at a price of approximately $89.1383 per share, at a second closing pursuant to a stock purchase agreement, dated as of March 29, 2017, by and among Dell Technologies, EMC Sub and the Issuer (the “March 2017 Stock Purchase Agreement”). As reported in Amendment No. 6 to the Schedule 13D, under the March 2017 Stock Purchase Agreement, EMC Sub sold 2,699,204 shares of Class A Common Stock to the Issuer for a cash payment of $300 million at an initial price of $92.14 per share, less a discount of 3.5% from that per share price, in an initial closing that occurred on April 5, 2017. The number of shares of Class A Common Stock sold at the second closing was determined in accordance with the March 2017 Stock Purchase Agreement by dividing (x) the $300 million aggregate purchase price for all shares purchased at both closings (all of which was paid in cash by the Issuer at the initial closing which occurred on April 5, 2017) by (y) a final price of approximately $92.37 per share based on the volume-weighted average price per share 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 subtracting from such number of shares the 2,699,204 shares delivered at the initial closing on April 5, 2017. EMC Sub has sold a total of 3,365,558 shares of Class A Common Stock to the Issuer under the March 2017 Stock Purchase Agreement at such final price of approximately $89.1383 per share, including the shares sold at the initial closing under the March 2017 Stock Purchase Agreement. The terms of the March 2017 Stock Purchase Agreement are described in Amendment No. 5 to the Schedule 13D, and a copy of the March 2017 Stock Purchase Agreement is filed as an exhibit thereto.

Except as set forth in this Amendment, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other person listed in Annex A, have effected any transaction in Class A Common Stock since the filing of Amendment No. 6 to the Schedule 13D on April 5, 2017.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented by adding the following paragraph at the end thereof:

The information set forth in Item 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.


Signatures

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: May 10, 2017

 

Silver Lake Partners III, L.P.
By:   Silver Lake Technology Associates III, L.P., its general partner
  By: SLTA III (GP), L.L.C., its general partner
 

By: Silver Lake Group, L.L.C., its managing member

By:  

/s/ Karen M. King

Name:  

Karen M. King

Title:   Managing Director and Chief Legal Officer
Silver Lake Technology Investors III, L.P.
By:   Silver Lake Technology Associates III, L.P., its general partner
  By: SLTA III (GP), L.L.C., its general partner
 

By: Silver Lake Group, L.L.C., its managing member

By:  

/s/ Karen M. King

Name:  

Karen M. King

Title:   Managing Director and Chief Legal Officer
SLP Denali Co-Invest, L.P.
By:   SLP Denali Co-Invest GP, L.L.C., its general partner
  By: Silver Lake Technology Associates III, L.P., its managing member
 

By: SLTA III (GP), L.L.C., its general partner

 

By: Silver Lake Group, L.L.C., its managing member

By:  

/s/ Karen M. King

Name:  

Karen M. King

Title:   Managing Director and Chief Legal Officer
SLP Denali Co-Invest GP, L.L.C.
By:   Silver Lake Technology Associates III, L.P., its managing member
  By: SLTA III (GP), L.L.C., its general partner
 

By: Silver Lake Group, L.L.C., its managing member

By:  

/s/ Karen M. King

Name:  

Karen M. King

Title:   Managing Director and Chief Legal Officer


Silver Lake Technology Associates III, L.P.
By:   SLTA III (GP), L.L.C., its general partner
  By: Silver Lake Group, L.L.C., its managing member
By:  

/s/ Karen M. King

Name:  

Karen M. King

Title:   Managing Director and Chief Legal Officer
SLTA III (GP), L.L.C.
By:   Silver Lake Group, L.L.C., its managing member
By:  

/s/ Karen M. King

Name:  

Karen M. King

Title:   Managing Director and Chief Legal Officer
Silver Lake Partners IV, L.P.
By:   Silver Lake Technology Associates IV, L.P., its general partner
  By: SLTA IV (GP), L.L.C., its general partner
 

By: Silver Lake Group, L.L.C., its managing member

By:  

/s/ Karen M. King

Name:  

Karen M. King

Title:   Managing Director and Chief Legal Officer
Silver Lake Technology Investors IV, L.P.
By:   Silver Lake Technology Associates IV, L.P., its general partner
  By: SLTA IV (GP), L.L.C., its general partner
 

By: Silver Lake Group, L.L.C., its managing member

By:  

/s/ Karen M. King

Name:  

Karen M. King

Title:   Managing Director and Chief Legal Officer
Silver Lake Technology Associates IV, L.P.
By:   SLTA IV (GP), L.L.C., its general partner
  By: Silver Lake Group, L.L.C., its managing member
By:  

/s/ Karen M. King

Name:  

Karen M. King

Title:   Managing Director and Chief Legal Officer
SLTA IV (GP), L.L.C.
By: Silver Lake Group, L.L.C., its managing member
By:  

/s/ Karen M. King

Name:  

Karen M. King

Title:   Managing Director and Chief Legal Officer


Silver Lake Group, L.L.C.
By:  

/s/ Karen M. King

Name:  

Karen M. King

Title:   Managing Director and Chief Legal Officer