Sec Form 4 Filing - DELL INC @ VMWARE, INC. - 2021-11-01

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 INC 2. Issuer Name and Ticker or Trading Symbol VMWARE, INC. [ VMW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ 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) 11/01/2021 (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 11/01/2021 J( 1 ) 30,678,605 D $ 0 0 D

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 ( 2 ) 11/01/2021 J( 2 ) 307,221,836 ( 2 ) ( 2 ) Class A Common Stock 307,221,836 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DELL INC ONE DELL WAY ROUND ROCK, TX78682 X Signatures Dell Inc. By: /s/ Robert Potts, Senior Vice President & Assistant Secretary 11/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects a distribution of shares of Class A Common Stock of VMware, Inc. (the "Issuer") by the reporting person to its parent, Denali Intermediate Inc. ("Denali"), which in turn distributed such shares to its parent, Dell Technologies Inc. ("Dell Technologies"). Subsequent to the foregoing, Dell Technologies distributed all of the shares of Class A Common Stock and Class B Common Stock of the Issuer which it owned to its stockholders on a pro rata basis (the "Distribution"). ( 2 )Reflects a distribution of shares of Class B Common Stock of the Issuer by the reporting person to Denali, which in turn distributed such shares to Dell Technologies. Each share of Class B Common Stock was convertible into one share of Class A Common Stock of the Issuer at any time, upon the election of the holder. Subsequent to the foregoing, as described in footnote 1, Dell Technologies distributed all of the shares of Class B Common Stock which it owned 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 converted into one share of Class A Common Stock of the Issuer.

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).

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