0000899243-20-000064.txt : 20200102 0000899243-20-000064.hdr.sgml : 20200102 20200102164844 ACCESSION NUMBER: 0000899243-20-000064 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191230 FILED AS OF DATE: 20200102 DATE AS OF CHANGE: 20200102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DELL MICHAEL S CENTRAL INDEX KEY: 0000908724 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33622 FILM NUMBER: 20502086 MAIL ADDRESS: STREET 1: C/O DELL INC. STREET 2: ONE DELL WAY CITY: ROUND ROCK STATE: TX ZIP: 78682-2244 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: 0131 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-12-30 0 0001124610 VMWARE, INC. VMW 0000908724 DELL MICHAEL S ONE DELL WAY ROUND ROCK TX 78682 1 0 1 0 Class B Common Stock 2019-12-30 4 A 0 7221836 A Class A Common Stock 7221836 307221836 I See footnote Each share of Class B common stock of Pivotal Software, Inc. ("Pivotal") beneficially owned by the reporting person is convertible into one share of Class A common stock of Pivotal at any time at the holder's election. On December 30, 2019, Pivotal and VMware, Inc. ("VMware") completed the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement") by and among Pivotal, VMware and Raven Transaction Sub, a wholly-owned subsidiary of VMware ("Merger Sub"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Pivotal (the "Merger"), with Pivotal surviving the Merger as a wholly-owned subsidiary of VMware and Merger Sub ceasing to exist following the Merger. Pursuant to the Merger Agreement, each outstanding share of Class A common stock of Pivotal, other than (i) shares held by any of Pivotal's stockholders who have properly exercised and perfected their appraisal rights under Section 262 of the Delaware General Corporation Law and (ii) shares held in the treasury of Pivotal or owned, directly or indirectly, by Dell Technologies Inc., EMC Equity Assets LLC, VMW Holdco LLC, VMware or Merger Sub immediately prior to the December 30, 2019, was canceled and ceased to exist and was automatically converted into the right to receive $15.00 in cash and each share of Class B common stock of Pivotal (other than those held by VMware or Merger Sub) was canceled and converted into the right to receive 0.0550 shares of Class B common stock of VMware. [Continuation] On December 30, 2019, in connection with the closing of the transactions under the Merger Agreement, the 131,306,110 shares of Class B common stock of Pivotal previously held by EMC Equity Assets LLC ("EMC Sub"), a direct wholly-owned subsidiary of EMC Corporation ("EMC"), were canceled and EMC Sub received 7,221,836 shares of Class B common stock of VMware. Of the 307,221,836 shares of Class B Common Stock reported in Column 9 of Table II, (a) EMC is the record holder of 240,000,000 shares, (b) VMW Holdco LLC, a direct wholly-owned subsidiary of EMC, is the record holder of 60,000,000 shares, and (c) EMC Sub is the record holder of 7,221,836 shares. EMC is directly wholly owned by Dell Inc., which in turn is indirectly wholly owned by Dell Technologies Inc. through its directly held wholly-owned subsidiary Denali Intermediate Inc. The reporting person may be deemed to beneficially own securities held by EMC, VMW Holdco LLC and EMC Sub by reason of his ownership of securities representing a majority of the voting power represented by all voting securities of Dell Technologies Inc. The reporting person disclaims beneficial ownership of the shares of Class B Common Stock held by EMC, VMW Holdco LLC and EMC Sub except to the extent of his pecuniary interest therein. By: /s/ Robert Potts, Attorney-in-Fact 2020-01-02