0001123292-21-001409.txt : 20211027 0001123292-21-001409.hdr.sgml : 20211027 20211027181458 ACCESSION NUMBER: 0001123292-21-001409 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211025 FILED AS OF DATE: 20211027 DATE AS OF CHANGE: 20211027 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DELL INC CENTRAL INDEX KEY: 0000826083 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] STATE OF INCORPORATION: DE FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33622 FILM NUMBER: 211354395 BUSINESS ADDRESS: STREET 1: ONE DELL WAY STREET 2: STED CITY: ROUND ROCK STATE: TX ZIP: 78682-2244 BUSINESS PHONE: 5127284737 MAIL ADDRESS: STREET 1: ONE DELL WAY CITY: ROUND ROCK STATE: TX ZIP: 78682 FORMER NAME: FORMER CONFORMED NAME: DELL COMPUTER CORP DATE OF NAME CHANGE: 19920703 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: 0128 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 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2021-10-25 0 0001124610 VMWARE, INC. VMW 0000826083 DELL INC ONE DELL WAY ROUND ROCK TX 78682 0 0 1 0 Class A Common Stock 30678605 D Class B Common Stock Class A Common Stock 307221836.00 D 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. 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. Dell Inc. By: /s/ Robert Potts, Senior Vice President & Assistant Secretary 2021-10-27 EX-24 2 poagrain.htm EXHIBIT 24 - POWER OF ATTORNEY
Limited Power of Attorney for Section 16 Reporting Obligations

The undersigned hereby constitutes and appoints Robert Potts and James Williamson as the undersigned’s true and lawful attorneys-in-fact to:

(1)
execute for and on behalf of the undersigned reports on Forms 3, 4 and 5 relating to Dell Technologies Inc. in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, and any amendment to any such report;
 
(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such report on Form 3, 4, or 5 or amendment thereto and the timely filing of such report with the Securities and Exchange Commission and any other authority; and
 
(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned.
 
The undersigned hereby grants to each such attorney-in-fact, full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or advisable to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that (a) each such attorney-in-fact is serving in such capacity at the request of the undersigned and neither the Company nor any of such attorneys-in-fact assumes any liability for the responsibilities of the undersigned to comply with the requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act, and (b) this power of attorney does not relieve the undersigned from responsibility for compliance with the obligations of the undersigned under Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 16 of the Exchange Act. This power of attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of or transactions in securities issued by Dell Technologies Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be executed as of this 23rd day of September, 2021.

 
/s/ David J. Grain          
Name:  David J. Grain