There can be no assurance that any discussions among Dell Technologies, VMware, the VMware Special Committee
and their respective representatives with respect to a potential Spin-off will result in the entry into definitive agreements concerning a Spin-off or, if such definitive agreements were to be reached, that they would reflect terms consistent with
those described above or would result in the consummation of the Spin-off transactions provided for in such definitive agreements. Discussions concerning a potential Spin-off and related matters may be terminated at any time by Dell Technologies or
VMware.
Item 5. Interest in Securities of the Issuer.
Items 5(a), (b) and (c) are hereby amended and restated as follows:
(a) As of the date hereof, (i) Dell Technologies, EMC and Michael S. Dell are the beneficial owners of an aggregate of 337,900,441 shares of Class A
Common Stock of the Issuer, consisting of (A) 30,678,605 shares of Class A Common Stock and (B) 307,221,836 shares of Class B Common Stock that are convertible into an equal number of shares of Class A Common Stock at any time,
(ii) VMW Holdco is the beneficial owner of a portion of such shares consisting of (A) 24,178,605 shares of Class A Common Stock and (B) 75,821,395 shares of Class B Common Stock, and (iii) EMC Sub is the beneficial owner of a
portion of such shares consisting of 7,221,836 shares of Class B Common Stock. As of the date hereof, the 337,900,411 shares of Class A Common Stock beneficially owned by Dell Technologies, EMC and Michael S. Dell represent approximately
80.6% of the shares of Class A Common Stock. Of those 337,900,441 shares, the 100,000,000 shares of Class A Common Stock beneficially owned by VMW Holdco represent approximately 53.3% of the shares of Class A Common Stock and the
7,221,836 shares of Class A Common Stock beneficially owned by EMC Sub represent approximately 6.1% of the shares of Class A Common Stock.1/
(b) As of the date hereof:
Dell Technologies has:
(i) sole power to vote or direct the vote of -0- shares;
(ii) shared power to vote or direct the vote of 337,900,441 shares;
(iii) sole power to dispose or direct the disposition of -0- shares; and
(iv) shared power to dispose or direct the disposition of 337,900,441 shares.
EMC has:
(i) sole power to vote or direct the vote of -0- shares;
(ii) shared power to vote or direct the vote of 337,900,441 shares;
(iii) sole power to dispose or direct the disposition of -0- shares; and
(iv) shared power to dispose or direct the disposition of 337,900,441 shares.
VMW Holdco has:
(i) sole power to vote or direct the vote of -0- shares;
(ii) shared power to vote or direct the vote of 100,000,000 shares;
(iii) sole power to dispose or direct the disposition of -0- shares; and
(iv) shared power to dispose or direct the disposition of 100,000,000 shares.
EMC Sub has:
(i) sole power to vote or direct the vote of -0- shares;
(ii) shared power to vote or direct the vote of 7,221,836 shares;
(iii) sole power to dispose or direct the disposition of -0- shares; and
(iv) shared power to dispose or direct the disposition of 7,221,836 shares.
1/
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In each case, based on 111,828,394 shares of Class A Common Stock outstanding as of May 29, 2020, as
disclosed in the Quarterly Report on Form 10-Q for the quarterly period ended May 1, 2020 filed by the Issuer with the SEC. Assumes the conversion of the Class B Common Stock beneficially owned by
such Reporting Persons into shares of Class A Common Stock.
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