UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

_____________________________________________

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

VMware, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

268648102

(CUSIP Number)

_____________________________________________

D. Bruce Sewell

Senior Vice President and General Counsel

Cary I. Klafter

Corporate Secretary

Intel Corporation

2200 Mission College Boulevard

Santa Clara, CA 95052

(408) 765-8080

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 7, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g)), check the following box o.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

(Page 1 of 6 Pages)

 

 

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AMENDMENT NO. 2 TO SCHEDULE 13D

 

This Amendment No. 2 amends and supplements that certain Schedule 13D filed on September 4, 2008, as amended by Amendment No. 1 filed on November 13, 2008 (the “Schedule 13D”), by Intel Corporation, a Delaware corporation (the “Reporting Person”), relating to the Class A Common Stock, par value $0.01 per share (the “Common Stock”), of VMware, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 shall have the meanings set forth in the Schedule 13D. Except as specifically set forth herein, the Schedule 13D remains unmodified.

 

This Amendment No. 2 is being filed while the Reporting Person is in the process of verifying information required herein from their respective directors and executive officers. If the Reporting Person obtains information concerning such individuals which would cause a material change in the disclosure contained herein, an amendment to this statement will be filed that will disclose such change.

 

Item 4. Purpose of Transaction.

 

 

 

Between November 4, 2008 and November 12, 2008, Intel Capital, the Reporting Person’s wholly-owned subsidiary, sold an aggregate of 1,389,126 shares of the Common Stock in the open market, for a total price of $38,467,020.12 million, at the per share price ranging from $23.86 to $31.40.

 

 

Other than the plan to sell up to 3,750,000 shares of the Common Stock disclosed in Amendment No. 1 to the Schedule 13D filed on November 3, 2008, Intel Capital does not have any other plans or proposals relating to the Common Stock. Pursuant to this plan, between November 4, 2008 and November 12, 2008, Intel Capital sold an aggregate of 1,389,126 shares of the Common Stock in the open market. Intel Capital currently holds 7,110,874 shares of the Common Stock.

 

Item 5. Interest in Securities of the Issuer.

 

The first paragraph appearing after subsection (e) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety by the following:

 

* The Reporting Person does not directly own the Common Stock of the Company. By reason of the provisions of Rule 13d-3 under the Securities Exchange Act, as amended (the “Act”), the Reporting Person is deemed to own beneficially 7,110,874 shares of the Common Stock that are owned directly by Intel Capital, a wholly-owned subsidiary of the Reporting Person.

 

 

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SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: November 12, 2008

 

 

 

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Schedule A

DIRECTORS AND EXECUTIVE OFFICERS

The name, citizenship, business address, and present principal occupation or employment of each of the directors and executive officers of the Reporting Person are as set forth below.

Directors:

 

 

 

 

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Non-Director Executives:

 

 

 

 

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