Sec Form 4 Filing - DELL MICHAEL S @ VMWARE, INC. - 2019-12-30

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person DELL MICHAEL S 2. Issuer Name and Ticker or Trading Symbol VMWARE, INC. [ 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) 12/30/2019 (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

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 Class B Common Stock ( 1 ) 12/30/2019 A( 2 )( 3 )( 4 ) 7,221,836 ( 1 ) ( 1 ) Class A Common Stock 7,221,836 ( 2 ) ( 3 ) ( 4 ) 307,221,836 I See footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DELL MICHAEL S ONE DELL WAY ROUND ROCK, TX78682 X X Signatures By: /s/ Robert Potts, Attorney-in-Fact 01/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )[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. ( 5 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.