Form Type: 4

SEC EDGAR Link
Accession Number:0000950103-19-018106
Date:2019-12-30
Issuer: PIVOTAL SOFTWARE, INC. (PVTL)
Original Submission Date:

Reporting Person:

YARA SCOTT
C/O PIVOTAL SOFTWARE, INC.
875 HOWARD STREET, FIFTH FLOOR SAN FRANCISCO, CA 94103

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2019-12-30 D 43,854 d $0.00 233,978 direct
CLASS A COMMON STOCK 2019-12-30 D 233,978 d $0.00 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK OPTIONS (RIGHT TO BUY) 5.06 2019-12-30 deemed execution date D 206,667 (d) 2023-06-28 class a common stock 206,667 $5.06 0 direct
STOCK OPTIONS (RIGHT TO BUY) 6.78 2019-12-30 deemed execution date D 1,500,000 (d) 2025-05-13 class a common stock 1,500,000 $6.78 0 direct
Footnotes
IDfootnote
f1 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").
f2 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").
f3 disposed of pursuant to the merger agreement under which each restricted stock unit ("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.
f4 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.
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