Sec Form 4 Filing - Hieatt Edward @ Pivotal Software, Inc. - 2019-12-27

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Hieatt Edward 2. Issuer Name and Ticker or Trading Symbol Pivotal Software, Inc. [ PVTL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Services (Last) (First) (Middle) C/O PIVOTAL SOFTWARE, INC., 875 HOWARD STREET, FIFTH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/27/2019 (Street) SAN FRANCISCO, CA94103 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 12/27/2019 A 266,666 ( 1 ) A $ 0 593,668 D Class A Common Stock 12/30/2019( 2 ) D 44,433 D 549,235 D Class A Common Stock 12/30/2019( 2 ) D 549,235 D 0 D

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 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hieatt Edward C/O PIVOTAL SOFTWARE, INC. 875 HOWARD STREET, FIFTH FLOOR SAN FRANCISCO, CA94103 SVP, Services Signatures /s/ Jane Jue by Jane Jue, attorney-in-fact for Edward Hieatt 12/31/2019 Signature of Reporting Person Date

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.

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.