Item 4. Purpose of the Transaction.
Item 4 is hereby amended and supplemented by adding the following at the end thereof:
On December 30, 2019, pursuant to the terms of the Agreement and Plan of Merger (the Merger Agreement) by and among Pivotal Software, Inc.
(Pivotal), VMware and Raven Transaction Sub, Inc., a Delaware corporation and wholly-owned subsidiary of VMware (Merger Sub), Merger Sub merged with and into Pivotal. Pivotal was the surviving corporation in the Merger and,
as a result, became a wholly-owned subsidiary of VMware at the effective time of the Merger.
At the effective time of the Merger, pursuant to the Merger
Agreement, (i) each outstanding share of Class A Common Stock of Pivotal (other than (a) shares held by any of Pivotals stockholders who have properly exercised and perfected their appraisal rights under Section 262 of the
Delaware General Corporation Law (the DGCL) and (b) shares held in the treasury of Pivotal or owned, directly or indirectly, by Dell Technologies Inc., EMC Equity Assets LLC, VMW Holdco LLC, VMware or Merger Sub immediately prior to
the effective time) was cancelled, ceased to exist and automatically converted into the right to receive $15.00 in cash and (ii) each outstanding share of Class B Common Stock of Pivotal (other than shares of the Class B Common Stock
of Pivotal held directly or indirectly by VMware or its subsidiaries) was cancelled, ceased to exist and converted into the right to receive 0.0550 shares of Class B Common Stock of VMware in exchange for each share of Class B Common Stock
of Pivotal. As a result, EMC Sub, a wholly-owned subsidiary of Dell Technologies, exchanged its 131,306,110 shares of Class B Common Stock of Pivotal for 7,221,836 shares of Class B Common Stock of VMware. The 44,208,162 shares of
Class B Common Stock of Pivotal previously held by VMware were canceled for no consideration and ceased to exist.
Item 5. Interest in
Securities of the Issuer.
Items 5(a), (b) and (c) are hereby amended and restated as follows:
(a) As of the date hereof, (i) Dell Technologies, EMC and Michael S. Dell are the beneficial owners of an aggregate of 337,900,441 shares of Class A
Common Stock of the Issuer, consisting of (A) 30,678,605 shares of Class A Common Stock and (B) 307,221,836 shares of Class B Common Stock that are convertible into an equal number of shares of Class A Common Stock at any time,
(ii) VMW Holdco is the beneficial owner of a portion of such shares consisting of (A) 20,000,000 shares of Class A Common Stock and (B) 60,000,000 shares of Class B Common Stock, and (iii) EMC Sub is the beneficial owner of a
portion of such shares consisting of 7,221,836 shares of Class B Common Stock. As of the date hereof, the 337,900,411 shares of Class A Common Stock beneficially owned by Dell Technologies, EMC and Michael S. Dell represent approximately
81.0% of the shares of Class A Common Stock. Of those 337,900,441 shares, the 80,000,000 shares of Class A Common Stock beneficially owned by VMW Holdco represent approximately 47.1% of the shares of Class A Common Stock and the
7,221,836 shares of Class A Common Stock beneficially owned by EMC Sub represent approximately 6.2% of the shares of Class A Common Stock.1/
(b) As of the date hereof:
Dell Technologies has:
(i) sole power to vote or direct the vote of -0- shares;
(ii) shared power to vote or direct the vote of 337,900,441 shares;
(iii) sole power to dispose or direct the disposition of -0- shares; and
(iv) shared power to dispose or direct the disposition of 337,900,441 shares.
1/
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In each case, based on 109,910,050 shares of Class A Common Stock outstanding as of December 2, 2019,
as disclosed in the Quarterly Report on Form 10-Q for the quarterly period ended November 1, 2019 filed by the Issuer with the SEC. Assumes the conversion of the Class B Common Stock beneficially
owned by such Reporting Persons into shares of Class A Common Stock.
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