Silver Lake Technology Investors III Form 3 Pivotal Software / Egon Durban ownership change

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^*

Durban Egon

(Last) (First) (Middle)

C/O SILVER LAKE,

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(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)

X	Director	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	131,306,110	(1)	I	See Footnotes(2)(3)(4)

1. Name and Address of Reporting Person^*

Durban Egon

(Last) (First) (Middle)

C/O SILVER LAKE,

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Lake Partners III LP

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Lake Technology Investors III, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Lake Technology Associates III, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SLTA III (GP), L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Lake Partners IV, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Lake Technology Investors IV, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Lake Technology Associates IV, L.P.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SLTA IV (GP), L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Silver Lake Group, L.L.C.

(Last) (First) (Middle)

C/O SILVER LAKE

2775 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK CA 94025

(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. The shares of Class B common stock are owned by EMC Corporation ("EMC"). EMC is directly 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. Dell Technologies is owned by investors including Silver Lake Partners III, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P. and SLP Denali Co-Invest, L.P. (collectively, the "Silver Lake Funds") and Michael S. Dell, and the Silver Lake Funds have the right, under an agreement with Dell Technologies and other Dell Technologies stockholders, to approve the sale by Dell Technologies or specified subsidiaries of Dell Technologies, including EMC, of any shares of common stock of the Issuer held by them.

3. Silver Lake Group, L.L.C. is the managing member of (i) SLTA III (GP), L.L.C. ("SLTA III"), which is the general partner of Silver Lake Technology Associates III, L.P., which is the general partner of Silver Lake Partners III, L.P. and Silver Lake Technology Investors III, L.P. and the managing member of SLP Denali Co-Invest GP, L.L.C., which is the general partner of SLP Denali Co-Invest, L.P. and (ii) SLTA IV (GP), L.L.C. ("SLTA IV"), which is the general partner of Silver Lake Technology Associates IV, L.P., which is the general partner of Silver Lake Partners IV, L.P. and Silver Lake Technology Investors IV, L.P. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of Silver Lake Group, L.L.C.

4. As a result of the relationships and contractual provisions described in footnotes (2) and (3) above, each of the Reporting Persons may be deemed to beneficially own securities of the Issuer held by EMC. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Remarks:

Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, SLP Denali Co-Invest, L.P. and SLP Denali Co-Invest GP, L.L.C. have filed a separate Form 3. Michael S. Dell, EMC and Dell Technologies have also separately filed a Form 3 reporting beneficial ownership of the securities reported herein. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.

	EGON DURBAN: /s/ Egon Durban	04/19/2018
	By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C.	04/19/2018
	By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C.	04/19/2018
	By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group L.L.C., managing member of SLTA III (GP), L.L.C., general partner of Silver Lake Technology Associates III, L.P.	04/19/2018
	By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., general partner of Silver Lake Technology Associates III, L.P., general partner of Silver Lake Partners III, L.P.	04/19/2018
	By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., general partner of Silver Lake Technology Associates III, L.P., general partner of Silver Lake Technology Investors III, L.P.	04/19/2018
	By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C.	04/19/2018
	By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P.	04/19/2018
	By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P., general partner of Silver Lake Partners IV, L.P.	04/19/2018
	By: /s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P., general partner of Silver Lake Technology Investors IV, L.P.	04/19/2018
	** Signature of Reporting Person	Date
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