Dell Technologies Inc. — Director's Dealing 2018

Apr 19, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Pivotal Software, Inc. (PVTL)
CIK: 0001574135
Period of Report: 2018-04-19

Reporting Person: Dell Technologies Inc (10% Owner)
Reporting Person: EMC CORP (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (175514272)		Indirect

Footnotes

F1: Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time, at the holder's option, except under limited circumstances specified in the certificate of incorporation of Pivotal Software, Inc., and has no expiration date.

F2: Represents 131,306,110 shares of Class B Common Stock held directly by EMC Corporation ("EMC") and 44,208,162 shares of Class B Common Stock held directly by VMware, Inc. ("VMware"). EMC is directly wholly owned by Dell Inc., which in turn is indirectly wholly owned by Dell Technologies Inc. ("Dell Technologies") through its directly held wholly-owned subsidiary, Denali Intermediate Inc. EMC, through direct ownership and indirectly through the ownership of its directly held wholly-owned subsidiaries, consisting of EMC Equity Assets LLC and VMware Holdco LLC, is the beneficial owner of VMware common stock representing a majority of the total voting power represented by all outstanding classes of voting securities of VMware, and, as a result of the foregoing, EMC may be deemed to be the beneficial owner, for purposes of Rule 16a-1(a)(1), of all of the shares of Class B Common Stock beneficially owned by VMware. [Footnote Cont'd]

F3: [Continuation] As a result of the foregoing, Dell Technologies, Denali Intermediate Inc. and Dell Inc. may be deemed to be the beneficial owners of all of the shares of Class B Common Stock beneficially owned by EMC, including all of the shares of Class B Common Stock beneficially owned by VMware.