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13D Filing: Silver Lake Partners and VMware Inc. (VMW)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Silver Lake Partners III 0 333,423,094 0 333,423,094 333,423,094 81.4%
Silver Lake Technology Investors III 0 333,423,094 0 333,423,094 333,423,094 81.4%
SLP Denali Co-Invest 0 333,423,094 0 333,423,094 333,423,094 81.4%
SLP Denali Co-Invest GP 0 333,423,094 0 333,423,094 333,423,094 81.4%
Silver Lake Technology Associates III 0 333,423,094 0 333,423,094 333,423,094 81.4%
SLTA III (GP) 0 333,423,094 0 333,423,094 333,423,094 81.4%
Silver Lake Partners IV 0 333,423,094 0 333,423,094 333,423,094 81.4%
Silver Lake Technology Investors IV 0 333,423,094 0 333,423,094 333,423,094 81.4%
Silver Lake Technology Associates IV 0 333,423,094 0 333,423,094 333,423,094 81.4%
SLTA IV (GP) 0 333,423,094 0 333,423,094 333,423,094 81.4%
Silver Lake Group 0 333,423,094 0 333,423,094 333,423,094 81.4%
Jim Davidson, Dave Roux And Glenn Hutchins
Jim Davidson, Dave Roux And Glenn Hutchins
Silver Lake Partners

Page 1 of 19 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

 

 

VMware, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

928563402

(CUSIP Number)

Karen M. King, Esq.

Silver Lake

2775 Sand
Hill Road, Suite 100

Menlo Park, CA 94025

(650) 233-8120

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

With copies to:

Richard Capelouto, Esq.

Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo
Alto, California 94304

(650) 251-5000

August 23, 2017

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box.   ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting persons 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, as amended (the Exchange 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).

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Page 2 of 19 – SEC Filing


CUSIP NO. 928563402

  1.

Names of
Reporting Persons.

Silver Lake Partners III, L.P.

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☐        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

OO

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  6.

Citizenship or Place of
Organization

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

  7. 

Sole Voting Power

0

  8.

Shared Voting Power

333,423,094(1)

  9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

333,423,094(1)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

333,423,094(1)

12.

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)  ☐

13.

Percent of Class Represented by Amount
in Row (11)

81.4%(1)

14.

Type of Reporting Person (See
Instructions)

PN

(1) Includes (i) 33,423,094 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 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock.

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Page 3 of 19 – SEC Filing


CUSIP NO. 928563402

  1.

Names of
Reporting Persons.

Silver Lake Technology Investors III, L.P.

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☐        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

OO

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  6.

Citizenship or Place of
Organization

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

  7.

Sole Voting Power

0

  8.

Shared Voting Power

333,423,094(1)

  9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

333,423,094(1)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

333,423,094(1)

12.

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)  ☐

13.

Percent of Class Represented by Amount
in Row (11)

81.4%(1)

14.

Type of Reporting Person (See
Instructions)

PN

(1) Includes (i) 33,423,094 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 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock.

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Page 4 of 19 – SEC Filing


CUSIP NO. 928563402
  1.

Names of
Reporting Persons.

SLP Denali Co-Invest, L.P.

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☐        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

OO

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  6.

Citizenship or Place of
Organization

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

  7.

Sole Voting Power

0

  8.

Shared Voting Power

333,423,094(1)

  9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

333,423,094(1)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

333,423,094(1)

12.

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount
in Row (11)

81.4%(1)

14.

Type of Reporting Person (See
Instructions)

PN

(1) Includes (i) 33,423,094 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 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock.

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Page 5 of 19 – SEC Filing


CUSIP NO. 928563402
  1.

Names of
Reporting Persons.

SLP Denali Co-Invest GP, L.L.C.

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☐        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

OO

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  6.

Citizenship or Place of
Organization

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

  7. 

Sole Voting Power

0

  8.

Shared Voting Power

333,423,094(1)

  9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

333,423,094(1)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

333,423,094(1)

12.

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount
in Row (11)

81.4%(1)

14.

Type of Reporting Person (See
Instructions)

OO

(1) Includes (i) 33,423,094 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 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock.

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Page 6 of 19 – SEC Filing


CUSIP NO. 928563402
  1.

Names of
Reporting Persons.

Silver Lake Technology Associates III, L.P.

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☐        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

OO

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  6.

Citizenship or Place of
Organization

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

  7.

Sole Voting Power

0

  8.

Shared Voting Power

333,423,094(1)

  9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

333,423,094(1)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

333,423,094(1)

12.

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount
in Row (11)

81.4%(1)

14.

Type of Reporting Person (See
Instructions)

PN

(1) Includes (i) 33,423,094 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 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock.

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Page 7 of 19 – SEC Filing


CUSIP NO. 928563402
  1.

Names of
Reporting Persons.

SLTA III (GP), L.L.C.

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☐        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

OO

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  6.

Citizenship or Place of
Organization

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

  7.

Sole Voting Power

0

  8.

Shared Voting Power

333,423,094(1)

  9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

333,423,094(1)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

333,423,094(1)

12.

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount
in Row (11)

81.4%(1)

14.

Type of Reporting Person (See
Instructions)

OO

(1) Includes (i) 33,423,094 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 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock.

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Page 8 of 19 – SEC Filing


CUSIP NO. 928563402

  1.

Names of
Reporting Persons.

Silver Lake Partners IV, L.P.

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☐        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

OO

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  6.

Citizenship or Place of
Organization

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

  7. 

Sole Voting Power

0

  8.

Shared Voting Power

333,423,094(1)

  9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

333,423,094(1)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

333,423,094(1)

12.

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount
in Row (11)

81.4%(1)

14.

Type of Reporting Person (See
Instructions)

PN

(1) Includes (i) 33,423,094 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 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock.

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Page 9 of 19 – SEC Filing


CUSIP NO. 928563402

  1.

Names of
Reporting Persons.

Silver Lake Technology Investors IV, L.P.

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☐        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

OO

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  6.

Citizenship or Place of
Organization

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

  7.

Sole Voting Power

0

  8.

Shared Voting Power

333,423,094(1)

  9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

333,423,094(1)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

333,423,094(1)

12.

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount
in Row (11)

81.4%(1)

14.

Type of Reporting Person (See
Instructions)

PN

(1) Includes (i) 33,423,094 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 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock.

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Page 10 of 19 – SEC Filing


CUSIP NO. 928563402

  1.

Names of
Reporting Persons.

Silver Lake Technology Associates IV, L.P.

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☐        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

OO

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  6.

Citizenship or Place of
Organization

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

  7.

Sole Voting Power

0

  8.

Shared Voting Power

333,423,094(1)

  9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

333,423,094(1)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

333,423,094(1)

12.

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount
in Row (11)

81.4%(1)

14.

Type of Reporting Person (See
Instructions)

PN

(1) Includes (i) 33,423,094 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 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock.

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Page 11 of 19 – SEC Filing


CUSIP NO. 928563402

  1.

Names of
Reporting Persons.

SLTA IV (GP), L.L.C.

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☐        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

OO

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  6.

Citizenship or Place of
Organization

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

  7.

Sole Voting Power

0

  8.

Shared Voting Power

333,423,094(1)

  9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

333,423,094(1)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

333,423,094(1)

12.

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount
in Row (11)

81.4%(1)

14.

Type of Reporting Person (See
Instructions)

OO

(1) Includes (i) 33,423,094 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 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock.

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Page 12 of 19 – SEC Filing


CUSIP NO. 928563402

  1.

Names of
Reporting Persons.

Silver Lake Group, L.L.C.

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☐        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

OO

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  6.

Citizenship or Place of
Organization

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

  7.

Sole Voting Power

0

  8.

Shared Voting Power

333,423,094(1)

  9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

333,423,094(1)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

333,423,094(1)

12.

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)

13.

Percent of Class Represented by Amount
in Row (11)

81.4%(1)

14.

Type of Reporting Person (See
Instructions)

OO

(1) Includes (i) 33,423,094 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 5. Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock.

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Page 13 of 19 – SEC Filing


Explanatory Note

This Amendment No. 8 (the Amendment No. 8) amends the statement on Schedule 13D originally filed by Silver Lake Partners III, L.P.,
Silver Lake Technology Investors III, L.P., SLP Denali Co-Invest, L.P., SLP Denali Co-Invest GP, L.L.C., Silver Lake Technology Associates III, L.P., SLTA III (GP), L.L.C., Silver Lake Partners IV, L.P., Silver Lake Technology
Investors IV, L.P., Silver Lake Technology Associates IV, L.P., SLTA IV (GP), L.L.C. and Silver Lake Group, L.L.C. (collectively, the Reporting Persons) on September 19, 2016, as amended by Amendment No. 1 to the Schedule 13D
filed on November 7, 2016, Amendment No. 2 to the Schedule 13D filed on December 16, 2016, Amendment No. 3 to the Schedule 13D filed on December 22, 2016, Amendment No. 4 to the Schedule 13D filed on February 15,
2017, Amendment No. 5 to the Schedule 13D filed on March 30, 2017, Amendment No. 6 to the Schedule 13D filed on April 5, 2017 and Amendment No. 7 to the Schedule 13D filed on May 10, 2017 (as so amended, the
Schedule 13D). The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment does not modify any of the information previously
reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.

The
Class A Common Stock of the Issuer reported as beneficially owned in the Schedule 13D is directly held by EMC Corporation (EMC) or its wholly-owned subsidiaries EMC Equity Assets LLC (EMC Sub) and VMW Holdco LLC
(VMW Holdco). EMC is a wholly-owned subsidiary of Dell Inc., which is indirectly wholly-owned by Dell Technologies Inc. (Dell Technologies). Dell Technologies is owned by investors including certain of the Reporting Persons,
Michael S. Dell, a separate property trust for the benefit of Mr. Dells wife and funds affiliated with MSD Partners, L.P. This Amendment is being filed to report the entry by Dell Technologies into a supplement to a previously
reported stock purchase agreement with the Issuer pursuant to which EMC Sub will sell to the Issuer, and the Issuer will purchase for cash from EMC Sub, shares of Class A Common Stock of the Issuer.

Item 4. Purpose of the Transaction.

Item 4 is
hereby amended and supplemented by adding the following paragraph at the end thereof:

The information set forth in Item 6 of this Schedule 13D is
incorporated by reference in its entirety into this Item 4.

Item 5. Interest in Securities of the Issuer.

The information contained in rows 7, 8, 9, 10, 11, 12 and 13 on each of the cover pages of this Amendment No. 8 and the information set forth or
incorporated in Items 2 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 5.

Items 5 (a), (b) and
(c) are hereby amended and restated as follows:

The Reporting Persons may be deemed to beneficially own an aggregate of 333,423,094 shares of the
Issuers Class A Common Stock, which includes (i) 33,423,094 shares of the Issuers Class A Common Stock held by EMC, VMW Holdco or EMC Sub and (ii) 300,000,000 shares of the Issuers Class B Common Stock held by
EMC or VMW Holdco, which are convertible into shares of Class A Common Stock on a one-for-one basis at any time at the election of EMC or VMW Holdco, as applicable, representing approximately 81.4% of the issued and outstanding shares of the
Issuers Class A Common Stock calculated on the basis of Rule 13d-3 of the Exchange Act. The percentages of beneficial ownership in this Schedule 13D are based on 409,675,852 shares of common stock of the Issuer outstanding as of
August 18, 2017, and include 109,675,852 shares of Class A Common Stock and 300,000,000 shares of Class B Common Stock, as provided by the Issuer, and assume conversion of all outstanding shares of Class B Common Stock into shares of
Class A Common Stock. As further described in Item 6 of the Schedule 13D, the Reporting Persons may be deemed to share voting and dispositive power over all shares reported herein with EMC, VMW Holdco (to the extent of its direct
holdings), EMC Sub (to the extent of its direct holdings), Dell Technologies and certain of its other subsidiaries, and Mr. Dell. Dell Technologies, EMC, VMW Holdco and Mr. Dell separately file Schedule 13D filings reporting their
respective beneficial ownership of such securities.

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Page 14 of 19 – SEC Filing


Information with respect to the beneficial ownership of Class A Common Stock by the individuals listed in
Annex A of the Schedule 13D is set forth in Annex A of this Amendment No. 8 and is incorporated herein by reference in response to this Item 5.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented by adding the following paragraphs at the end thereof:

August 2017 Stock Purchase Agreement

On August 23, 2017, Dell Technologies entered into a purchase commitment supplement (Supplement No. 2) to the previously
reported stock purchase agreement, dated as of March 29, 2017, by and among Dell Technologies, EMC Sub, an indirect wholly-owned subsidiary of Dell Technologies, and the Issuer (as supplemented by Supplement No. 2, the August 2017
Stock Purchase Agreement). Pursuant to the August 2017 Stock Purchase Agreement, EMC Sub will sell to the Issuer, and the Issuer will purchase for cash from EMC Sub, $300 million of Class A Common Stock. Dell Technologies expects to apply
the proceeds from the sale to the repurchase of shares of its Class V Common Stock, but may use such proceeds for other purposes.

Under
the terms of the August 2017 Stock Purchase Agreement, the Issuer will receive delivery of Class A Common Stock with a value of approximately $240 million on the sale date in exchange for payment of $300 million in cash in an initial
closing scheduled to occur on September 14, 2017, with the remainder of the Class A Common Stock to be delivered at a later date in a second closing expected to occur in the third quarter of the 2018 fiscal year of Dell Technologies. The
total number of shares of Class A Common Stock to be purchased by the Issuer under the August 2017 Stock Purchase Agreement will be based on the volume-weighted average per share price of the Class A Common Stock as reported on the New
York Stock Exchange during a specified reference period, less a discount of 3.5% from that volume-weighted average per share price, and subject to adjustment in certain circumstances.

The foregoing summary of the August 2017 Stock Purchase Agreement is qualified in its entirety by reference to the complete text of the stock
purchase agreement, dated as of March 29, 2017, filed with Amendment No. 5 to the Schedule 13D, and Supplement No. 2, a copy of which is filed as an exhibit hereto and incorporated by reference herein.

Item 7. Material to be filed as Exhibits.

Item 7 is
hereby amended and supplemented by adding the following at the end thereof:

E. Purchase Commitment Supplement No. 2, dated as of August 23, 2017, to that certain Stock Purchase Agreement, dated as of March 29, 2017, among Dell Technologies Inc., EMC Equity Assets LLC and VMware,
Inc., incorporated by reference to Exhibit 99.1 to VMware, Inc.s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 24, 2017.

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Signatures

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

Dated: August 24, 2017

Silver Lake Partners III, L.P.

By: Silver Lake Technology Associates III, L.P., its general partner
By: SLTA III (GP), L.L.C., its general partner
    By: Silver Lake Group, L.L.C., its managing member
By:

/s/ Egon Durban

Name: Egon Durban
Title: Managing Director

Silver Lake Technology Investors III, L.P.

By: Silver Lake Technology Associates III, L.P., its general partner
By: SLTA III (GP), L.L.C., its general partner
    By: Silver Lake Group, L.L.C., its managing member
By:

/s/ Egon Durban

Name: Egon Durban
Title: Managing Director

SLP Denali Co-Invest, L.P.

By: SLP Denali Co-Invest GP, L.L.C., its general partner
By: Silver Lake Technology Associates III, L.P., its managing member
    By: SLTA III (GP), L.L.C., its general partner
        By: Silver Lake Group, L.L.C., its managing member
By:

/s/ Egon Durban

Name: Egon Durban
Title: Managing Director

SLP Denali Co-Invest GP, L.L.C.

By: Silver Lake Technology Associates III, L.P., its managing member
By: SLTA III (GP), L.L.C., its general partner
    By: Silver Lake Group, L.L.C., its managing member
By:

/s/ Egon Durban

Name: Egon Durban
Title: Managing Director

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Silver Lake Technology Associates III, L.P.

By: SLTA III (GP), L.L.C., its general partner
By: Silver Lake Group, L.L.C., its managing member
By:

/s/ Egon Durban

Name: Egon Durban
Title: Managing Director

SLTA III (GP), L.L.C.

By: Silver Lake Group, L.L.C., its managing member
By:

/s/ Egon Durban

Name: Egon Durban
Title: Managing Director

Silver Lake Partners IV, L.P.

By: Silver Lake Technology Associates IV, L.P., its general partner
By: SLTA IV (GP), L.L.C., its general partner
    By: Silver Lake Group, L.L.C., its managing member
By:

/s/ Egon Durban

Name: Egon Durban
Title: Managing Director

Silver Lake Technology Investors IV, L.P.

By: Silver Lake Technology Associates IV, L.P., its general partner
By: SLTA IV (GP), L.L.C., its general partner
    By: Silver Lake Group, L.L.C., its managing member
By:

/s/ Egon Durban

Name: Egon Durban
Title: Managing Director

Silver Lake Technology Associates IV, L.P.

By: SLTA IV (GP), L.L.C., its general partner
By: Silver Lake Group, L.L.C., its managing member
By:

/s/ Egon Durban

Name: Egon Durban
Title: Managing Director

SLTA IV (GP), L.L.C.

By: Silver Lake Group, L.L.C., its managing member
By:

/s/ Egon Durban

Name: Egon Durban
Title: Managing Director

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Silver Lake Group, L.L.C.                            

 

By:

/s/ Egon Durban

Name: Egon Durban
Title: Managing Director

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Annex A

The following sets forth the name and principal occupation of each of the managing members of Silver Lake Group, L.L.C. Other than Mr. Durban, who
is a citizen of Germany, each of such persons is a citizen of the United States.

Name

Business Address

Principal Occupation

Michael Bingle

c/o Silver Lake

9 West 57th Street, 32nd Floor

New York, New York
10019

Managing Director and

Managing Member of
Silver

Lake Group, L.L.C.

James Davidson

c/o Silver Lake

2775 Sand Hill Road, Suite
100

Menlo Park, California 94025

Co-Founder, Managing

Director and
Managing

Member of Silver Lake Group, L.L.C.

Egon Durban

c/o Silver Lake

2775 Sand Hill Road, Suite
100

Menlo Park, California 94025

Managing Director and

Managing Member of
Silver

Lake Group, L.L.C.

Kenneth Hao

c/o Silver Lake

2775 Sand Hill Road, Suite
100

Menlo Park, California 94025

Managing Director and

Managing Member of
Silver

Lake Group, L.L.C.

Gregory Mondre

c/o Silver Lake

9 West 57th Street, 32nd Floor

New York, New York
10019

Managing Director and

Managing Member of
Silver

Lake Group, L.L.C.

None of the persons listed above beneficially owns any shares of Class A Common Stock, except that 35 shares of the
Issuers Class A Common Stock are held in a managed account for the benefit of the Hao Family Foundation, an account over which Mr. Hao does not have investment discretion. On August 14, 2017, a managed account for the benefit of the Hao Family
Trust u/a/d 10/12/99, an account over which Mr. Hao does not have investment discretion, donated 17 shares of the Issuers Class A Common Stock to the Hao Family Foundation, which sold such shares in an open-market transaction on
August 15, 2017 for a price of $95.42 per share. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that Mr. Hao is the beneficial owner of any shares of Class A Common Stock for purposes
of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

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EXHIBIT INDEX TO AMENDMENT NO. 5 TO SCHEDULE 13D

E. Purchase Commitment Supplement No. 2, dated as of August 23, 2017, to that certain Stock Purchase Agreement, dated as of March 29, 2017, among Dell Technologies Inc., EMC Equity Assets LLC and VMware,
Inc., incorporated by reference to Exhibit 99.1 to VMware, Inc.s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 24, 2017.
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