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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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Pivotal Software, Inc. [ PVTL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/27/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 12/27/2019 | A | 266,666(1) | A | $0 | 593,668 | D | |||
Class A Common Stock | 12/30/2019(2) | D | 44,433 | D | (3) | 549,235 | D | |||
Class A Common Stock | 12/30/2019(2) | D | 549,235 | D | (4) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Options (Right to Buy) | $6.78 | 12/30/2019(2) | D | 270,835 | (5) | 05/13/2025 | Class A Common Stock | 28,835 | $8.22 | 0 | D | ||||
Stock Options (Right to Buy) | $8.56 | 12/30/2019(2) | D | 145,833(6) | (8) | 08/02/2026 | Class A Common Stock | 145,833 | $6.44 | 0 | D | ||||
Stock Options (Right to Buy) | $8.56 | 12/30/2019(2) | D | 29,167(7) | (8) | 08/02/2026 | Class A Common Stock | 29,167 | (7) | 0 | D | ||||
Stock Options (Right to Buy) | $9.9 | 12/30/2019(2) | D | 145,833(6) | (10) | 08/08/2027 | Class A Common Stock | 145,833 | $5.1 | 0 | D | ||||
Stock Options (Right to Buy) | $9.9 | 12/30/2019(2) | D | 104,167(9) | (10) | 08/08/2027 | Class A Common Stock | 104,167 | (9) | 0 | D |
Explanation of Responses: |
1. Represents a retention grant of restricted stock units ("RSUs") which vest over the period beginning January 1, 2020 and ending January 1, 2024, with 25% of the RSUs vesting on January 1, 2021 and the remaining RSUs vesting in equal semi-annual installments thereafter. |
2. On December 30, 2019, the Issuer, VMware, Inc. ("VMware") and Raven Transaction Sub, Inc. completed the merger (the "Merger") contemplated by the Agreement and Plan of Merger among such parties, dated as of August 22, 2019 (the "Merger Agreement"). |
3. Disposed of pursuant to the Merger Agreement under which each share of Class A Common Stock, par value $0.01 per share, of the Issuer ("Class A common stock") issued and outstanding was converted into the right to receive $15 in cash, without interest (the "Merger Consideration"). |
4. Disposed of pursuant to the Merger Agreement under which each RSU with respect to Class A common stock outstanding and unvested was substituted with an RSU with respect to 0.0997 shares of Class A Common Stock, par value $0.01 per share, of VMware ("VMware Stock"). |
5. This option, which was fully vested immediately prior to the effective date of the Merger, was canceled pursuant to the Merger Agreement in exchange for a cash payment representing the number of shares subject to the option multiplied by difference between the Merger Consideration and the option exercise price. |
6. Represents the portion of the option that was outstanding and vested immediately prior to the effective time of the Merger and canceled pursuant to the Merger Agreement in exchange for a cash payment representing the number of shares subject to the option multiplied by difference between the Merger Consideration and the option exercise price. |
7. Represents the portion of the option that was outstanding and unvested immediately prior to the effective time of the Merger and was substituted pursuant to the Merger Agreement with an option to acquire 2,906 shares of VMware Stock having an exercise price of $85.89. |
8. The option is scheduled to vest over a four-year period from 8/2/2016, with 25% vesting on 8/2/2017 and the remaining options vesting in equal monthly installments thereafter. |
9. Represents the portion of the option that was outstanding and unvested immediately prior to the effective time of the Merger and was substituted pursuant to the Merger Agreement with an option to acquire 10,381 shares of VMware Stock having an exercise price of $99.34. |
10. The option is scheduled to vest over a four-year period from 8/8/2017, with 25% vesting on 8/8/2018 and the remaining options vesting in equal monthly installments thereafter. |
/s/ Jane Jue by Jane Jue, attorney-in-fact for Edward Hieatt | 12/31/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |