Dell (DELL) Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Dell Technologies Inc

(Last) (First) (Middle)

ONE DELL WAY

(Street)

ROUND ROCK TX 78682

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/19/2018

3. Issuer Name and Ticker or Trading Symbol
Pivotal Software, Inc. [ PVTL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	(1)	Class A Common Stock	175,514,272	(1)	I	See Footnotes(2)(3)

1. Name and Address of Reporting Person^*

Dell Technologies Inc

(Last) (First) (Middle)

ONE DELL WAY

(Street)

ROUND ROCK TX 78682

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EMC CORP

(Last) (First) (Middle)

ONE DELL WAY

(Street)

ROUND ROCK TX 78682

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time, at the holder's option, except under limited circumstances specified in the certificate of incorporation of Pivotal Software, Inc., and has no expiration date.

2. Represents 131,306,110 shares of Class B Common Stock held directly by EMC Corporation ("EMC") and 44,208,162 shares of Class B Common Stock held directly by VMware, Inc. ("VMware"). EMC is directly wholly owned by Dell Inc., which in turn is indirectly wholly owned by Dell Technologies Inc. ("Dell Technologies") through its directly held wholly-owned subsidiary, Denali Intermediate Inc. EMC, through direct ownership and indirectly through the ownership of its directly held wholly-owned subsidiaries, consisting of EMC Equity Assets LLC and VMware Holdco LLC, is the beneficial owner of VMware common stock representing a majority of the total voting power represented by all outstanding classes of voting securities of VMware, and, as a result of the foregoing, EMC may be deemed to be the beneficial owner, for purposes of Rule 16a-1(a)(1), of all of the shares of Class B Common Stock beneficially owned by VMware. [Footnote Cont'd]

3. [Continuation] As a result of the foregoing, Dell Technologies, Denali Intermediate Inc. and Dell Inc. may be deemed to be the beneficial owners of all of the shares of Class B Common Stock beneficially owned by EMC, including all of the shares of Class B Common Stock beneficially owned by VMware.

Remarks:

	Dell Technologies Inc. By: /s/ Janet Bawcom, Senior Vice President & Assistant Secretary	04/18/2018
	EMC Corporation By: /s/ Janet Bawcom, Senior Vice President & Assistant Secretary	04/18/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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