Sec Form 4 Filing - DELL MICHAEL S @ VMWARE LLC - 2023-11-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
DELL MICHAEL S
2. Issuer Name and Ticker or Trading Symbol
VMWARE LLC [ VMW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE DELL WAY
3. Date of Earliest Transaction (MM/DD/YY)
11/22/2023
(Street)
ROUND ROCK, TX78682
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 11/22/2023 D( 1 )( 2 ) 155,005,746 D $ 0 ( 1 ) ( 2 ) 0 D
Class A Common Stock 11/22/2023 D( 1 )( 2 ) 14,272,269 D $ 0 ( 1 ) ( 2 ) 0 I By Susan Lieberman Dell Separate Property Trust ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DELL MICHAEL S
ONE DELL WAY
ROUND ROCK, TX78682
X X
Signatures
/s/ James Williamson, Attorney-in-Fact 11/28/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 22 2023, the Issuer completed the previously announced transaction with Broadcom Inc., pursuant to the Agreement and Plan of Merger dated as of May 26, 2022 (the "Merger Agreement"), whereby Broadcom Inc. indirectly acquired the Issuer (the "Merger"). [Cont'd]
( 2 )[Continuation] In connection with the Merger, each share of Class A Common Stock of the Issuer was exchanged for the right to receive, at the election of the holder of such share, (a) $142.50 per share in cash, without interest (the "Cash Consideration"), or (b) 0.25200 shares of common stock of Broadcom Inc. (the "Stock Consideration"), subject to proration provisions of the Merger Agreement. In accordance with the proration procedures, of the Issuer's stockholders that elected to receive Stock Consideration, approximately 52.1% of such outstanding shares of Class A Common Stock were converted into Stock Consideration and approximately 47.9% of such outstanding shares of Class A Common Stock were converted into Cash Consideration.
( 3 )Reflects securities held by Susan Lieberman Dell Separate Property Trust. The reporting person disclaims beneficial ownership of all shares owned by Susan Lieberman Dell Separate Property Trust for purposes of Rule 16a-1(a)(1) and (2) under the Exchange Act, and neither the filing of this statement nor anything herein shall be deemed an admission that he was, for purposes of Section 16 of the Exchange Act or for any other purpose, the beneficial owner of any of such shares.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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