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PVTL Pivotal Software Inc

15.00
0.00 (0.00%)
17 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Pivotal Software Inc NYSE:PVTL NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 15.00 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

31/12/2019 9:17pm

Edgar (US Regulatory)


FORM 4 [X] 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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Gaylor Cynthia
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, Chief Financial Officer
(Last)          (First)          (Middle)

C/O PIVOTAL SOFTWARE, INC., 875 HOWARD STREET, FIFTH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

12/30/2019
(Street)

SAN FRANCISCO, CA 94103
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 12/30/2019 (1) D  52616 D (2)258273 D  
Class A Common Stock 12/30/2019 (1) D  258273 D (3)0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy) $8.46 12/30/2019 (1) D     325000   (4)5/13/2026 Class A Common Stock 325000 $6.54 0 D  
Stock Options (Right to Buy) $8.56 12/30/2019 (1) D     37500   (4)8/2/2026 Class A Common Stock 37500 $6.44 0 D  
Stock Options (Right to Buy) $9.90 12/30/2019 (1) D     250000   (4)8/8/2027 Class A Common Stock 250000 $5.10 0 D  

Explanation of Responses:
(1) 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").
(2) 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").
(3) Disposed of pursuant to the Merger Agreement under which each restricted stock unit ("RSU") with respect to Class A common stock outstanding and vested was canceled in exchange for a cash payment representing the number of shares of Class A common stock underlying such RSU multiplied by the Merger Consideration.
(4) 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 of Class A common stock subject to the option multiplied by the difference between the Merger Consideration and the option exercise price.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Gaylor Cynthia
C/O PIVOTAL SOFTWARE, INC.
875 HOWARD STREET, FIFTH FLOOR
SAN FRANCISCO, CA 94103


SVP, Chief Financial Officer

Signatures
/s/ Jane Jue by Jane Jue, attorney-in-fact for Cynthia Gaylor12/31/2019
**Signature of Reporting PersonDate

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