Pivotal Software Form 4 Pivotal Software / MICHAEL S DELL ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DELL MICHAEL S

(Last) (First) (Middle)

ONE DELL WAY

(Street)

ROUND ROCK TX 78682

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2019

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/30/2019		A(1)(2)		107,661,462	A	$15(1)(2)	0(1)(2)	I	See footnotes(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(5)	12/30/2019		D(1)(2)			131,306,110(6)	(5)	(5)	Class A Common Stock	131,306,110	(1)(2)(6)	0	I	See footnote(3)(4)(6)

Explanation of Responses:

1. On December 30, 2019, Pivotal Software, Inc. ("Pivotal") and VMware, Inc. ("VMware") completed the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement") by and among Pivotal, VMware and Raven Transaction Sub, a wholly-owned subsidiary of VMware ("Merger Sub"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Pivotal (the "Merger"), with Pivotal surviving the Merger as a wholly-owned subsidiary of VMware and Merger Sub ceasing to exist following the Merger.

2. Pursuant to the Merger Agreement, each outstanding share of Class A common stock of Pivotal (other than shares held by any of Pivotal's stockholders who have properly exercised and perfected their appraisal rights under Section 262 of the Delaware General Corporation Law and shares held in the treasury of Pivotal or owned, directly or indirectly, by Dell Technologies Inc., EMC Equity Assets LLC, VMW Holdco LLC, VMware or Merger Sub immediately prior to December 30, 2019) was canceled and ceased to exist and was automatically converted into the right to receive $15.00 in cash and each share of Class B common stock of Pivotal (other than shares of Class B common stock held by VMware or Merger Sub) was canceled and converted into the right to receive 0.0550 shares of Class B common stock of VMware. As a result, VMware may have been deemed to have acquired all remaining shares of Class A common stock and Class B common stock of Pivotal not previously beneficially owned by it.

3. EMC Corporation ("EMC") is indirectly wholly owned by Dell Technologies Inc. through its directly and indirectly held wholly owned subsidiaries, consisting of Dell Intermediate Inc. and Dell Inc. EMC, through direct ownership and 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 securities beneficially owned by VMware. [Footnote Cont'd]

4. [Continuation] As a result of the foregoing, Dell Technologies Inc., Denali Intermediate Inc. and Dell Inc. may be deemed to be the beneficial owners, for purposes of Rule 16a-1(a)(1), of all securities beneficially owned by EMC, including all securities beneficially owned by VMware. The reporting person may be deemed to beneficially own, for purposes of Rule 16a-1(a)(1), securities beneficially owned by EMC, including securities beneficially owned by VMware, by reason of his ownership of securities representing a majority of the total voting power represented by all outstanding classes of voting securities of Dell Technologies Inc. The reporting person disclaims beneficial ownership, for purposes of Rule 16a-1(a)(2), of the securities beneficially owned by EMC, including securities beneficially owned by VMware, except to the extent of his pecuniary interest therein.

5. Prior to the closing of the transactions under the Merger Agreement, each share of Class B common stock of Pivotal was convertible into one share of Class A common stock of Pivotal at any time, at the holder's option, except under limited circumstances specified in the certificate of incorporation of Pivotal Software, Inc., and had no expiration date.

6. On December 30, 2019, in connection with the closing of the transactions under the Merger Agreement, the 131,306,110 shares of Class B common stock of Pivotal previously held by EMC Equity Assets LLC were canceled and EMC Equity Assets LLC received 7,221,836 shares of Class B common stock of VMware. The 44,208,162 shares of Class B common stock of Pivotal previously held by VMware were canceled for no consideration and ceased to exist.

Remarks:

	By: /s/ Robert Potts, Attorney-in-Fact	01/02/2020
	** Signature of Reporting Person	Date
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