Sec Form 4 Filing - Dell Technologies Inc @ Pivotal Software, Inc. - 2019-12-30

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 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
2. Issuer Name and Ticker or Trading Symbol
Pivotal Software, Inc. [ PVTL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
ONE DELL WAY
3. Date of Earliest Transaction (MM/DD/YY)
12/30/2019
(Street)
ROUND ROCK, TX78682
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/30/2019J( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ) 12/30/2019J( 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 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dell Technologies Inc
ONE DELL WAY
ROUND ROCK, TX78682
X
EMC CORP
ONE DELL WAY
ROUND ROCK, TX78682
X
Signatures
Dell Technologies Inc. By: /s/ Robert Potts, Senior Vice President & Assistant Secretary01/02/2020
** Signature of Reporting Person Date
EMC Corporation By: /s/ Robert Potts, Senior Vice President & Assistant Secretary01/02/2020
** Signature of Reporting Person Date
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 of the 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 persons disclaim 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 their 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.

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).

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