UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Pivotal Software, Inc.
(Name of Issuer)
Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)
72582H107
(CUSIP Number)
Christoph A. Pereira
Vice President & Chief Corporate, Securities and Finance Counsel
General Electric Company
41 Farnsworth Street
Boston, Massachusetts 02210
(617)433-2952
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 12, 2018
(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) or240.13d-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. SeeRule 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 person’s 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 (“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).
CUSIP No. 72582H107
| 1. | Names of Reporting Persons
General Electric Company | |||||
| 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 (See Item 3) | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
New York | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
| ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
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CUSIP No. 72582H107
| 1. | Names of Reporting Persons
GE International Holdings B.V. | |||||
| 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 (See Item 3) | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
The Netherlands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
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Explanatory Note
This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D relates to the shares of Class A common stock, par value $0.01 per share (the “Common Stock”), of Pivotal Software, Inc., a Delaware corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed by the reporting persons on April 30, 2018 (the “Original Filing” and, as amended, the “Statement”). This Amendment No. 2 is being filed primarily to reflect a change in the percentage of Common Stock beneficially owned by the Reporting Persons as a result of a sale of Common Stock. Capitalized terms used but not defined have the meaning given them in the Original Filing.
Item 5. Interest in Securities of the Issuer
Items 5(a), (b) and (c) of the Statement are hereby amended as follows:
(a) The aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons are as follows:
| (i) | GE beneficially owns 0 shares of Common Stock, or approximately 0%. |
| (ii) | GEIH BV beneficially owns 0 shares of Common Stock, or approximately 0%. |
(b) GE has:
(i) sole power to vote or direct the vote of 0 shares of Common Stock;
(ii) shared power to vote or direct the vote of 0 shares of Common Stock;
(iii) sole power to dispose or direct the disposition of 0 shares of Common Stock; and
(iv) shared power to dispose or direct the disposition of 0 shares of Common Stock.
GEIH BV has:
(i) sole power to vote or direct the vote of 0 shares of Common Stock;
(ii) shared power to vote or direct the vote of 0 shares of Common Stock;
(iii) sole power to dispose or direct the disposition of 0 shares of Common Stock; and
(iv) shared power to dispose or direct the disposition of 0 shares of Common Stock.
(c) On December 12, 2018, the GEIH BV sold 5,695,554 shares of Common Stock at a price of $17.20 in a transaction effected pursuant to Rule 144. Except as described in this Statement, there have been no reportable transactions with respect to shares of the Common Stock within the last 60 days by the Reporting Persons.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 14, 2018
| GENERAL ELECTRIC COMPANY | ||
| By: | /s/ Robert Morimoto | |
| Name: | Robert Morimoto | |
| Title: | Attorney-in-fact | |
| GE INTERNATIONAL HOLDINGS B.V. | ||
| By: | /s/ Ernst F Kraaij | |
| Name: | Ernst F Kraaij | |
| Title: | Managing Director | |
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