Statement of Changes in Beneficial Ownership (4)
01 1월 2020 - 6:17AM
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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3235-0287
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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
*
Gaylor Cynthia |
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, 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)
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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 | 12/30/2019 (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)
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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) | $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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Gaylor Cynthia C/O PIVOTAL SOFTWARE, INC. 875 HOWARD STREET, FIFTH FLOOR SAN FRANCISCO, CA 94103 |
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| SVP, Chief Financial Officer |
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Signatures
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/s/ Jane Jue by Jane Jue, attorney-in-fact for Cynthia Gaylor | | 12/31/2019 |
**Signature of Reporting Person | Date |
Pivotal Software (NYSE:PVTL)
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