DELL INC 3
3 · VMWARE, INC. · Filed Oct 27, 2021
Insider Transaction Report
Form 3
VMWARE, INC.VMW
DELL INC
10% Owner
Holdings
- 30,678,605
Class A Common Stock
Class B Common Stock
→ Class A Common Stock (307,221,836 underlying)
Footnotes (2)
- [F1]Reflects a distribution of shares of Class A Common Stock of VMware, Inc. (the "Issuer") to the reporting person by its wholly-owned subsidiary, EMC Corporation ("EMC"). The reporting person is indirectly wholly owned by Dell Technologies Inc. ("Dell Technologies") through its directly held wholly-owned subsidiary Denali Intermediate Inc. ("Denali"). The reporting person intends to effect an indirect distribution of such shares of Class A Common Stock through Denali to Dell Technologies, which intends to distribute to its stockholders on a pro rata basis (the "Distribution") all of the shares of Class A Common Stock and Class B Common Stock of the Issuer which it owns.
- [F2]Reflects a distribution of shares of Class B Common Stock of the Issuer to the reporting person by EMC. Each share of Class B Common Stock is convertible into one share of Class A Common Stock of the Issuer at any time, upon the election of the holder. The reporting person intends to effect an indirect distribution of such shares of Class B Common Stock through Denali to Dell Technologies in connection with the Distribution. As described in footnote 1, Dell Technologies intends to distribute all of the shares of Class B Common Stock which it owns in the Distribution. Immediately following, and automatically as a result of, the Distribution, and prior to receipt thereof by Dell Technologies' stockholders, each share of Class B Common Stock will be converted into one share of Class A Common Stock of the Issuer.