0000899243-17-025375.txt : 20171103
0000899243-17-025375.hdr.sgml : 20171103
20171103165253
ACCESSION NUMBER: 0000899243-17-025375
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170911
FILED AS OF DATE: 20171103
DATE AS OF CHANGE: 20171103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SLP Denali Co-Invest GP, L.L.C.
CENTRAL INDEX KEY: 0001672569
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33622
FILM NUMBER: 171177153
BUSINESS ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: (650)233-8120
MAIL ADDRESS:
STREET 1: C/O SILVER LAKE
STREET 2: 2775 SAND HILL ROAD, SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SLP Denali Co-Invest, L.P.
CENTRAL INDEX KEY: 0001590159
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33622
FILM NUMBER: 171177152
BUSINESS ADDRESS:
STREET 1: 2775 SAND HILL ROAD
STREET 2: SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: (650) 233-8020
MAIL ADDRESS:
STREET 1: 2775 SAND HILL ROAD
STREET 2: SUITE 100
CITY: MENLO PARK
STATE: CA
ZIP: 94025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: VMWARE, INC.
CENTRAL INDEX KEY: 0001124610
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 943292913
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0202
BUSINESS ADDRESS:
STREET 1: 3401 HILLVIEW AVENUE
CITY: PALO ALTO
STATE: CA
ZIP: 94304
BUSINESS PHONE: (650) 427-5000
MAIL ADDRESS:
STREET 1: 3401 HILLVIEW AVENUE
CITY: PALO ALTO
STATE: CA
ZIP: 94304
FORMER COMPANY:
FORMER CONFORMED NAME: VMWARE INC
DATE OF NAME CHANGE: 20000923
4/A
1
doc4a.xml
FORM 4/A SUBMISSION
X0306
4/A
2017-09-11
2017-09-13
0
0001124610
VMWARE, INC.
VMW
0001672569
SLP Denali Co-Invest GP, L.L.C.
C/O SILVER LAKE PARTNERS,
2775 SAND HILL ROAD, SUITE 100
MENLO PARK
CA
94025
0
0
1
0
0001590159
SLP Denali Co-Invest, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK
CA
94025
0
0
1
0
Class A Common Stock
2017-09-11
4
S
0
2308807
109.31
D
31114287
I
See footnotes
This Form 4/A is being filed to provide the final price per share paid for the Class A Common Stock in the transaction reported in the Form 4 filed by the Reporting Persons on September 13, 2017, which was calculated in the manner described therein. The Reporting Persons are also filing a separate Form 4 reporting the sale of additional shares of Class A Common Stock in the transaction described in the initial Form 4, which closed on November 3, 2017.
The 2,308,807 shares of Class A Common Stock of VMware, Inc. (the "Issuer") sold in the reported transaction, which closed on September 14, 2017, were held directly by EMC Equity Assets LLC, a direct wholly-owned subsidiary of EMC Corporation ("EMC"). Of the 31,114,287 shares of Class A Common Stock reported in Column 5 of Table I, (a) EMC is the record holder of 10,149,359 shares, (b) VMW Holdco LLC, a direct wholly-owned subsidiary of EMC, is the record holder of 20,000,000 shares, and (c) EMC Equity Assets LLC is the record holder of 964,928 shares.
EMC is directly wholly-owned by Dell Inc., which in turn is indirectly wholly-owned by Dell Technologies Inc. ("Dell Technologies") through its directly held wholly-owned subsidiary Denali Intermediate Inc. Dell Technologies is owned by investors including Silver Lake Partners III, L.P. ("SLP III"), Silver Lake Technology Investors III, L.P. ("SLTI III"), Silver Lake Partners IV, L.P. ("SLP IV"), Silver Lake Technology Investors IV, L.P. ("SLTI IV") and SLP Denali Co-Invest, L.P. ("SLP Denali," and together with SLP III, SLTI III, SLP IV and SLTI IV, the "Silver Lake Funds").
Silver Lake Group, L.L.C. ("SLG") is the managing member of (i) SLTA III (GP), L.L.C. ("SLTA III GP"), which is the general partner of Silver Lake Technology Associates III, L.P. ("SLTA III"), which is the general partner of SLP III and SLTI III and the managing member of SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"), which is the general partner of SLP Denali and (ii) SLTA IV (GP), L.L.C. ("SLTA IV GP"), which is the general partner of Silver Lake Technology Associates IV, L.P. ("SLTA IV", and collectively with the Silver Lake Funds, SLP Denali GP, SLTA III, SLTA III GP, SLTA IV GP and SLG, the "Silver Lake Investors"), which is the general partner of SLP IV and SLTI IV. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of SLG.
The Silver Lake Funds have the right, under an agreement with Dell Technologies and other Dell Technologies stockholders, to approve the sale by Dell Technologies or specified subsidiaries of Dell Technologies of any shares of common stock of the Issuer held by them. As a result of the relationships and contractual provisions described above and in footnotes (2), (3) and (4) above, each of the Reporting Persons may be deemed to beneficially own securities of the Issuer held by EMC Equity Assets LLC and EMC.
This filing shall not be deemed an admission that the Silver Lake Investors engaged in any transaction subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, SLTA III, SLTA III GP, SLG and certain other affiliates of the Reporting Persons have filed a separate Form 4, which reports the transaction reported herein. Michael S. Dell, Dell Technologies and EMC are also separately filing a Form 4 reporting the transaction reported herein.
By: /s/ Egon Durban, Managing Director, Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., general partner of Silver Lake Technology Associates III, L.P., managing member of SLP Denali Co-Invest GP, L.L.C.
2017-11-03
By: /s/ Egon Durban, Managing Director, Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., GP of Silver Lake Technology Associates III, L.P., managing member of SLP Denali Co-Invest GP, L.L.C., GP of SLP Denali Co-Invest, L.P.
2017-11-03