Dell Technologies Inc. — Director's Dealing 2020

Jan 2, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VMWARE, INC. (VMW)
CIK: 0001124610
Period of Report: 2019-12-30

Reporting Person: Dell Technologies Inc (Director, 10% Owner)
Reporting Person: EMC CORP (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-30	Class B Common Stock	$	A	7221836	Acquired		Class A Common Stock (7221836)	Indirect

Footnotes

F1: Each share of Class B common stock of Pivotal Software, Inc. ("Pivotal") beneficially owned by the reporting persons is convertible into one share of Class A common stock of Pivotal at any time at the holder's election.

F2: 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.

F3: 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.

F4: [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.

F5: 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.