3//SEC Filing
SLP Denali Co-Invest GP, L.L.C. 3
Accession 0000899243-18-010448
CIK 0001574135other
Filed
Apr 18, 8:00 PM ET
Accepted
Apr 19, 8:23 PM ET
Size
10.1 KB
Accession
0000899243-18-010448
Insider Transaction Report
Form 3
SLP Denali Co-Invest, L.P.
10% Owner
Holdings
- (indirect: See Footnotes)
Class B Common Stock
→ Class A Common Stock (131,306,110 underlying)
SLP Denali Co-Invest GP, L.L.C.
10% Owner
Holdings
- (indirect: See Footnotes)
Class B Common Stock
→ Class A Common Stock (131,306,110 underlying)
Footnotes (4)
- [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]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.
- [F3]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.
- [F4]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.
Documents
Issuer
Pivotal Software, Inc.
CIK 0001574135
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001672569
Filing Metadata
- Form type
- 3
- Filed
- Apr 18, 8:00 PM ET
- Accepted
- Apr 19, 8:23 PM ET
- Size
- 10.1 KB