Explanatory Note
This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed on August 30, 2019 (as amended, this
“Statement”) by VMware relating to the Class A Common Stock of Pivotal. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in this Statement. This Amendment is being filed to disclose that
Pivotal is now a wholly-owned subsidiary of VMware as a result of the completion of the Merger, and consequently this Amendment represents the final amendment to the Schedule 13D and constitutes an “exit filing” for VMware.
|
Item 1.
|
Security and Issuer.
|
The securities to which this statement on Schedule 13D (this “Statement”) relates are the shares of Class A common stock, par
value $0.01 per share (the “Class A Common Stock”), of Pivotal Software, Inc., a Delaware corporation (“Pivotal”). The address of the principal executive offices of Pivotal is 875 Howard Street, Fifth Floor, San Francisco,
California 94103.
|
Item 4.
|
Purpose of Transaction
|
As previously disclosed, the Issuer entered into the Merger Agreement with VMware and Merger Sub, providing for, subject to the terms and
conditions of the Merger Agreement, the merger of Merger Sub with and into Pivotal, with Pivotal surviving the merger as a wholly owned subsidiary of VMware. On December 30, 2019, VMware completed its acquisition of Pivotal pursuant to the
Merger Agreement and Pivotal became a wholly-owned subsidiary of VMware.
Pursuant to the Merger Agreement, at the effective time of the
Merger, each outstanding share of Class A Common Stock, other than (i) 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 (the “DGCL”) and (ii) shares held in the treasury of Pivotal or owned, directly or indirectly, by Dell Technologies, EMC Equity Assets, VMW Holdco, VMware or Merger Sub immediately prior to the effective time, was
converted into the right to receive $15.00 in cash, without interest (the “Class A Merger Consideration”).
Pursuant to the
Merger Agreement, at the effective time of the Merger, each outstanding share of Class B Common Stock, other than Class B common stock owned directly or indirectly by VMware or Merger Sub, was converted into the right to receive 0.0550 of
a share of Class B common stock of VMware.
In connection with the closing of the Merger, the Class A Common Stock, which
previously traded under the stock symbol “PVTL,” ceased trading on, and is being delisted from, the New York Stock Exchange.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5 is amended and restated in its entirety as follows:
(a) — (b) As a result of the Merger, VMware is the direct record owner of, and has the power to vote and to dispose or direct the
disposition of 100 shares of Pivotal, which represent 100% of Pivotal’s outstanding shares.
(c) See Item 4.
(d) Not applicable.
(e)
Effective as of December 30, 2019, Pivotal became a wholly-owned subsidiary of VMware.
Page 3 of 4
