¨ | Rule 13d-1(b) |
¨ | Rule 13d-1(c) |
ý | Rule 13d-1(d) |
1. NAMES OF REPORTING PERSONS EMC Corporation | ||
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ | ||
3. SEC USE ONLY | ||
4. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5. SOLE VOTING POWER 341,050,467 shares of Class A Common Stock (1) | |
6. SHARED VOTING POWER 0 | ||
7. SOLE DISPOSITIVE POWER 341,050,467 shares of Class A Common Stock (1) | ||
8. SHARED DISPOSITIVE POWER 0 | ||
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 341,050,467 shares of Class A Common Stock | ||
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ | ||
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 79.73% (2) | ||
12. TYPE OF REPORTING PERSON (See Instructions) CO | ||
(1) Includes (i) 41,050,467 shares of Class A Common Stock and (ii) 300,000,000 shares of Class B Common Stock convertible into an equal number of shares of Class A Common Stock at any time. See Item 4. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock. | ||
(2) Based on 427,762,903 shares of common stock issued and outstanding on October 25, 2012, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2012. Assumes the conversion of the Class B Common Stock referred to in footnote (1) into shares of Class A Common Stock. | ||
Item 1. | |
(a) | Name of Issuer: VMware, Inc. |
(b) | Address of Issuer's Principal Executive Offices: 3401 Hillview Avenue, Palo Alto, CA 94304 |
Item 2. | |
(a) | Name of Person Filing: EMC Corporation |
(b) | Address or Principal Business Office or, if none, Residence: 176 South Street, Hopkinton, MA 01748 |
(c) | Citizenship: EMC Corporation is a Massachusetts corporation |
(d) | Title of Class of Securities: Class A Common Stock, par value $0.01 per share |
(e) | CUSIP Number: 928563402 |
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
(a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
(b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
(e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
(g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
(h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
(k) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:_________________________ |
Item 4. | Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | ||||
(a) | Amount Beneficially Owned: See the response to Item 9 on the attached Cover Page | ||||
(b) | Percent of Class: See the response to Item 11 on the attached Cover Page | ||||
(c) | Number of shares as to which the person has: | ||||
(i) | Sole power to vote or to direct the vote: See the response to Item 5 on the attached Cover Page | ||||
(ii) | Shared power to vote or to direct the vote: See the response to Item 6 on the attached Cover Page | ||||
(iii) | Sole power to dispose or to direct the disposition of: See the response to Item 7 on the attached Cover Page | ||||
(iv) | Shared power to dispose or to direct the disposition of: See the response to Item 8 on the attached Cover Page | ||||
Item 5. | Ownership of Five Percent or Less of a Class. Not applicable |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. Not applicable |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not applicable |
Item 8. | Identification and Classification of Members of the Group. Not applicable |
Item 9. | Notice of Dissolution of Group. Not applicable |
Item 10. | Certifications. Not applicable |