Statement of Changes in Beneficial Ownership (4)
December 31 2019 - 3:08PM
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
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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
*
Hieatt Edward |
2. Issuer Name and Ticker or Trading Symbol
Pivotal Software, Inc.
[
PVTL
]
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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/YYYY)
12/27/2019 |
(Street)
SAN FRANCISCO, CA 94103
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 12/27/2019 | | A | | 266666 (1) | A | $0 | 593668 | D | |
Class A Common Stock | 12/30/2019 (2) | | D | | 44433 | D | (3) | 549235 | D | |
Class A Common Stock | 12/30/2019 (2) | | D | | 549235 | D | (4) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 7. 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) |
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 | | | 270835 | (5) | 5/13/2025 | Class A Common Stock | 28835 | $8.22 | 0 | D | |
Stock Options (Right to Buy) | $8.56 | 12/30/2019 (2) | | D | | | 145833 (6) | (8) | 8/2/2026 | Class A Common Stock | 145833 | $6.44 | 0 | D | |
Stock Options (Right to Buy) | $8.56 | 12/30/2019 (2) | | D | | | 29167 (7) | (8) | 8/2/2026 | Class A Common Stock | 29167 | (7) | 0 | D | |
Stock Options (Right to Buy) | $9.90 | 12/30/2019 (2) | | D | | | 145833 (6) | (10) | 8/8/2027 | Class A Common Stock | 145833 | $5.10 | 0 | D | |
Stock Options (Right to Buy) | $9.90 | 12/30/2019 (2) | | D | | | 104167 (9) | (10) | 8/8/2027 | Class A Common Stock | 104167 | (9) | 0 | D | |
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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hieatt Edward C/O PIVOTAL SOFTWARE, INC. 875 HOWARD STREET, FIFTH FLOOR SAN FRANCISCO, CA 94103 |
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| SVP, Services |
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Signatures
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/s/ Jane Jue by Jane Jue, attorney-in-fact for Edward Hieatt | | 12/31/2019 |
**Signature of Reporting Person | Date |
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