0000899243-18-010448.txt : 20180419 0000899243-18-010448.hdr.sgml : 20180419 20180419202350 ACCESSION NUMBER: 0000899243-18-010448 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180419 FILED AS OF DATE: 20180419 DATE AS OF CHANGE: 20180419 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLP Denali Co-Invest GP, L.L.C. CENTRAL INDEX KEY: 0001672569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38460 FILM NUMBER: 18764899 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650)233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLP Denali Co-Invest, L.P. CENTRAL INDEX KEY: 0001590159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38460 FILM NUMBER: 18764898 BUSINESS ADDRESS: STREET 1: 2775 SAND HILL ROAD STREET 2: SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 233-8020 MAIL ADDRESS: STREET 1: 2775 SAND HILL ROAD STREET 2: SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Pivotal Software, Inc. CENTRAL INDEX KEY: 0001574135 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943094578 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3495 DEER CREEK ROAD CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 508-560-1726 MAIL ADDRESS: STREET 1: 3495 DEER CREEK ROAD CITY: PALO ALTO STATE: CA ZIP: 94304 FORMER COMPANY: FORMER CONFORMED NAME: GoPivotal, Inc. DATE OF NAME CHANGE: 20130410 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-04-19 0 0001574135 Pivotal Software, Inc. PVTL 0001672569 SLP Denali Co-Invest GP, L.L.C. C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001590159 SLP Denali Co-Invest, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 Class B Common Stock Class A Common Stock 131306110 I See Footnotes 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. The shares of Class B common stock are owned by EMC Corporation ("EMC"). EMC is directly 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. Dell Technologies is owned by investors including Silver Lake Partners III, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P. and SLP Denali Co-Invest, L.P. (collectively, the "Silver Lake Funds") and Michael S. Dell, and the Silver Lake Funds have the right, under an agreement with Dell Technologies and other Dell Technologies stockholders, to approve the sale by Dell Technologies or specified subsidiaries of Dell Technologies, including EMC, of any shares of common stock of the Issuer held by them. Silver Lake Group, L.L.C. is the managing member of (i) SLTA III (GP), L.L.C. ("SLTA III"), which is the general partner of Silver Lake Technology Associates III, L.P., which is the general partner of Silver Lake Partners III, L.P. and Silver Lake Technology Investors III, L.P. and the managing member of SLP Denali Co-Invest GP, L.L.C., which is the general partner of SLP Denali Co-Invest, L.P. and (ii) SLTA IV (GP), L.L.C. ("SLTA IV"), which is the general partner of Silver Lake Technology Associates IV, L.P., which is the general partner of Silver Lake Partners IV, L.P. and Silver Lake Technology Investors IV, L.P. Egon Durban, who serves as a director of the Issuer, also serves as a Managing Director of Silver Lake Group, L.L.C. As a result of the relationships and contractual provisions described in footnotes (2) and (3) above, each of the Reporting Persons may be deemed to beneficially own securities of the Issuer held by EMC. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are subject to Section 16 of the Exchange Act or, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, Silver Lake Partners III, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Technology Associates III, L.P., SLTA III (GP), L.L.C., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., Silver Lake Technology Associates IV, L.P., SLTA IV (GP), L.L.C., Silver Lake Group, L.L.C. and Egon Durban have filed a separate Form 3. Michael S. Dell, EMC and Dell Technologies have also separately filed a Form 3 reporting beneficial ownership of the securities reported herein. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. By:/s/ Egon Durban; Egon Durban, Managing Director of Silver Lake Group, L.L.C., managing member of SLTA III (GP) L.L.C., general partner of Silver Lake Technology Associates III, L.P., managing member of SLP Denali Co-Invest GP, L.L.C. 2018-04-19 By:/s/ Egon Durban, Managing Director, Silver Lake Group, L.L.C., managing member of SLTA III (GP) L.L.C., GP of Silver Lake Technology Associates III, L.P., managing member of SLP Denali Co-Invest GP, L.L.C., GP of SLP Denali Co-Invest, L.P. 2018-04-19