Document

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o


Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Class A common stock, $0.01 par value per share
Outstanding under the Amended and Restated 2007 Equity and Incentive Plan (options substituted in connection with acquisitions)	6,675	$90.37(2)	$603,238.65(2)	$65.82
Outstanding and to be issued under the Amended and Restated 2007 Equity and Incentive Plan (restricted stock unit awards and shares to be issued relative to options substituted in connection with acquisitions)	145,288	$146.47(2)	$21,280,333.36(2)	$2,321.69
To be issued under the Amended and Restated 2007 Equity and Incentive Plan	15,000,000	$146.47(3)	$2,197,050,000.00(3)	$239,698.16
To be issued under the Amended and Restated 2007 Employee Stock Purchase Plan	5,000,000	$124.50(4)	$622,500,000.00(4)	$67,914.75

(1)This Registration Statement covers (a) 151,963 shares of the Registrant’s Class A common stock, par value $0.01 per share (“Common Stock”), issuable pursuant to awards granted under the VMware, Inc. Amended and Restated 2007 Equity and Incentive Plan (“Equity Plan”), (b) 15,000,000 shares of the Registrant's Common Stock that may be issued pursuant to awards to be granted under the Equity Plan and (c) 5,000,000 shares of the Registrant’s Common Stock that may be issued pursuant to awards to be granted under the Amended and Restated 2007 Employee Stock Purchase Plan (“ESPP”). In accordance with Rule 416(a) of the Securities Act of 1933, as amended (“Securities Act”), this registration statement also covers any additional shares of the Registrant’s Common Stock that become issuable under the Equity Plan by reason of any stock dividend, stock split, recapitalization or similar transaction.

(2)Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act. The proposed maximum offering price per share for the 6,675 shares of the Registrant's Common Stock registered hereby that are subject to outstanding options previously granted by entities acquired by the Registrant and substituted under the Equity Plan is calculated on the basis of the weighted average exercise price per share of $90.37 of such options. The proposed maximum offering price per share for the 145,288 shares of the Registrant's Common Stock registered hereby that are subject to restricted stock awards and to be issued relative to exercised options that were previously granted by such entities and substituted under the Equity Plan is based on the average of the high and low sale prices of the Registrant’s Common Stock on the New York Stock Exchange on September 2, 2021.

(3)Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act on the basis of the average of the high and low sale prices of the Registrant’s Common Stock on the New York Stock Exchange on September 2, 2021.

(4)Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act on the basis of the average of the high and low sale prices of the Registrant’s Common Stock on the New York Stock Exchange on September 2, 2021 multiplied by 85%. Pursuant to the ESPP, the purchase price of the Common Stock issued thereunder is 85% of the lower of the fair market value of the Common Stock on the first trading day of each offering period or on the last trading day of each offering period.

This registration statement on Form S-8 is filed by VMware, Inc. (referred to herein as the “Registrant”, “we”, “our” or “us”) and relates to (a) 151,963 shares of our Class A common stock, par value $0.01 per share (“Common Stock”), issuable relative to awards granted under the VMware, Inc. Amended and Restated 2007 Equity and Incentive Plan (the “Equity Plan”); (b) 15,000,000 shares of our Common Stock that are reserved for issuance pursuant to awards to be granted under the Equity Plan; and (c) 5,000,000 shares of our Common Stock that are reserved for issuance pursuant to purchases under the VMware, Inc. Amended and Restated 2007 Employee Stock Purchase Plan (the “ESPP”).

We are not filing or including in this Registration Statement on Form S-8 the information called for in Part I of Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”).

The Commission allows us to incorporate by reference the information we file with it, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this Registration Statement, and information that we file later with the Commission will automatically update and supersede this information. We incorporate by reference the following documents we have filed with the Commission:

(4)Current Reports on Form 8-K filed with the Commission on: March 1, 2021; April 14, 2021 (but only the information reported under Items 1.01, 5.07 and 8.01); April 23, 2021; May 3, 2021; May 12, 2021 (but only the information reported under Item 5.02); July 21, 2021; July 2 8, 2021; and August 2, 2021.

All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities covered hereby then remaining unsold are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents. A Current Report on Form 8-K furnished to the Commission shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

The legality of the shares of Common Stock being registered pursuant to this Registration Statement will be passed upon for the Registrant by Craig Norris, Vice President, Deputy General Counsel, and Assistant Secretary of the Registrant. Mr. Norris holds VMware, Inc. restricted stock units and Class A common stock and is eligible to participate in the Registrant’s equity plans.

Section 102 of the Delaware General Corporation Law (“DGCL”) allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or to any of its stockholders for monetary damage for a breach of his or her fiduciary duty as a director, except in the case where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our certificate of incorporation provides that, to the fullest extent of Delaware law, none of our directors will be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director.

Section 145 of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at its request in such capacity in another corporation or business association against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Our certificate of incorporation and bylaws generally provide for mandatory indemnification of directors and officers to the fullest extent permitted by law. We have also entered into indemnification agreements with our directors and executive officers that generally provides for mandatory indemnification to the fullest extent permitted by law. In addition, our officers and directors are insured under an officers and directors liability insurance policy.

(ii)to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by us pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(b)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

2.The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of our annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by any of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, the Registrant, VMware, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on September 3, 2021.

The undersigned hereby constitute and appoint Rangarajan (Raghu) Raghuram, Zane Rowe and Amy Fliegelman Olli and each of them, his or her true and lawful attorney-in-fact and agent, each with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, or any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature

Title

Date

/s/ Rangarajan (Raghu) Raghuram

Chief Executive Officer and Director

September 3, 2021

Rangarajan (Raghu) Raghuram

(Principal Executive Officer)

/s/ Zane Rowe

Chief Financial Officer and Executive Vice President

September 3, 2021

Zane Rowe

(Principal Financial Officer)

/s/ J. Andrew Munk

Vice President and Chief Accounting Officer

September 3, 2021

J. Andrew Munk

(Principal Accounting Officer)

/s/ Michael Dell

Chairman of the Board of Directors

September 3, 2021

Michael Dell

/s/ Anthony Bates

Director

September 3, 2021

Anthony Bates

/s/ Marianne Brown

Director

September 3, 2021

Marianne Brown

/s/ Michael Brown

Director

September 3, 2021

Michael Brown

/s/ Donald Carty

Director

September 3, 2021

Donald Carty

/s/ Kenneth Denman

Director

September 3, 2021

Kenneth Denman

/s/ Egon Durban

Director

September 3, 2021

Egon Durban

/s/ Karen Dykstra

Director

September 3, 2021

Karen Dykstra

/s/ Paul Sagan

Director

September 3, 2021

Paul Sagan


Large accelerated filer x			Accelerated filer o
Non-accelerated filer o			Smaller reporting company o
			Emerging growth company o


Exhibit						Description
5.1						Opinion of Counsel.
23.1						Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2						Consent of Counsel (included in Exhibit 5.1).
24.1						Power of Attorney included on the signature pages to this Registration Statement.
99.1						VMware, Inc. Amended and Restated 2007 Equity and Incentive Plan.*
99.2						VMware, Inc. Amended and Restated 2007 Employee Stock Purchase Plan.*


			VMWARE, INC.
			By:			/s/ Rangarajan (Raghu) Raghuram
			Name:			Rangarajan (Raghu) Raghuram
			Title:			Chief Executive Officer


DELAWARE (State or Other Jurisdiction of Incorporation or Organization)						94-3292913 (I.R.S. Employer Identification No.)