SCHEDULE 13G
| CUSIP No. 928563402 |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. )
VMware, Inc.
| (Name of Issuer) |
Class A Common Stock, par value $0.01 per share
| (Title of Class of Securities) |
928563402
| (CUSIP Number) |
December 31, 2007
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| 1 | NAME OF REPORTING PERSON
EMC Corporation |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ |
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
326,500,000 shares of Class A Common Stock(1) | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
326,500,000 shares of Class A Common Stock(1) | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
326,500,000 shares of Class A Common Stock |
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| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
85.3%(2) |
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| 12 | TYPE OF REPORTING PERSON (See Instructions)
CO |
| (1) | Includes (i) 26,500,000 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 382,942,188 shares of common stock issued and outstanding on November 2, 2007, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2007. 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. | ||||||||||||
| ITEM 1 | (b): | Address of Issuer’s Principal Executive Offices: | ||||||||||
| 3401 Hillview Avenue, Palo Alto, CA 94304 | ||||||||||||
| ITEM 2 | (a): | Name of Person Filing: | ||||||||||
| EMC Corporation | ||||||||||||
| ITEM 2 | (b): | Address of Principal Business Office or, if None, Residence: | ||||||||||
| 176 South Street, Hopkinton, MA 01748 | ||||||||||||
| ITEM 2 | (c): | Citizenship: | ||||||||||
| EMC Corporation is a Massachusetts corporation | ||||||||||||
| ITEM 2 | (d): | Title of Class of Securities: | ||||||||||
| Class A Common Stock, par value $0.01 per share | ||||||||||||
| ITEM 2 | (e): | CUSIP Number: | ||||||||||
| 928563402 |
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| ITEM 3: | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: | |||||||||||
| (a) | ¨ | Broker or dealer registered under Section 15 of the Exchange Act. | ||||||||||
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Exchange Act. | ||||||||||
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | ||||||||||
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act. | ||||||||||
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||||||||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||||||||||
| (g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||||||||||
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | ||||||||||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | ||||||||||
| (j) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). | ||||||||||
| ITEM 4: | Ownership. | |||||||||
| (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 such persons have: | |||||||||
| (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. | |||||||||
| Not applicable | ||||||||||
| ITEM 8: | Identification and Classification of Members of the Group. | |||||||||
| Not applicable | ||||||||||
| ITEM 9: | Notice of Dissolution of a Group. | |||||||||
| Not applicable | ||||||||||
| ITEM 10: | Certification. | |||||||||
| Not applicable | ||||||||||
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: February 12, 2008
| EMC CORPORATION | ||
| By: | /s/ Paul T. Dacier | |
| Name: | Paul T. Dacier | |
| Title: | Executive Vice President and General Counsel | |