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Form 3 Pivotal Software, Inc. For: Apr 19 Filed by: DELL MICHAEL S

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April 19, 2018 7:55 PM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
DELL MICHAEL S
(Last) (First) (Middle)
ONE DELL WAY
(Street)
ROUND ROCK TX 78682
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/19/2018 		3. Issuer Name and Ticker or Trading Symbol
Pivotal Software, Inc. [ PVTL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock   (1)   (1) Class A Common Stock 175,514,272 (1) I See Footnotes (2) (3)
Explanation of Responses:
1. 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.
2. 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 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]
3. [Continuation] As a result of the foregoing, Dell Technologies, Denali Intermediate Inc. and Dell Inc. may be deemed to be the beneficial owners, for purposes of Rule 16a-1(a)(1), 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. The reporting person may be deemed to beneficially own, for purposes of Rule 16a-1(a)(1), securities beneficially owned by EMC, including securities beneficially owned by VMware, by reason of his ownership of securities representing a majority of the total voting power represented by all outstanding classes of voting securities of Dell Technologies. The reporting person disclaims beneficial ownership, for purposes of Rule 16a-1(a)(2), of the shares of Class B Common Stock beneficially owned by EMC, including shares of Class B Common Stock beneficially owned by VMware, except to the extent of his pecuniary interest therein.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Janet Bawcom, Attorney-in-Fact 04/18/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Exhibit 24
POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that Michael S. Dell hereby constitutes and appoints each of Janet Bawcom, Robert Potts and James Williamson, signing singly, as his true and lawful attorney-in-fact and agent, with full power and authority and full power of substitution and revocation, for, in the name of, and on behalf of Michael S. Dell, in any and all capacities, to:
 
(1)
execute any and all filings with respect to Pivotal Software, Inc. required by Michael S. Dell under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the "Act") (or any similar rule with respect to foreign securities exchanges) or any rule or regulation thereunder (including any amendment, supplement and/or exhibit thereto), for, in the name of, and on behalf of Michael S. Dell;

(2)
do and perform any and all acts for, in the name of, and on behalf of Michael S. Dell which such attorney-in-fact and agent determines may be necessary or appropriate to complete and execute any and all such filings, amendments, supplements and/or exhibits, and any and all other document(s) in connection therewith;

(3)
file such reports, filings, amendments, supplements, exhibits, and/or documents with any governmental office or agency, whether United States, foreign, state or local government (including, without limitation, the U.S. Securities and Exchange Commission (the "SEC") and state securities administrators or commissions), or any securities exchange or securities quotation system (including, without limitation, the New York Stock Exchange), as may be required under applicable laws or rules and regulations of any securities exchange or securities quotation system; and

(4)
perform any and all other acts that such attorney-in-fact and agent determines may be necessary or appropriate in connection with the foregoing that may be in the best interest of or legally required by Michael S. Dell, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as Michael S. Dell might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent, or such attorney-in-fact and agent's substitute or substitutes, shall do or cause to be done by virtue hereof.
 
Michael S. Dell hereby acknowledges that each such attorney-in-fact and agent is serving in such capacity at the request of Michael S. Dell and is not assuming any of Michael S. Dell's responsibilities to comply with Section 16 or Section 13(d) of the Act and the rules and regulations promulgated thereunder.  The authority of each of the foregoing attorneys-in-fact and agents under this Power of Attorney shall continue until Michael S. Dell is no longer required to file Forms 3, 4, and 5 with regard to his ownership of or transactions in securities of Pivotal Software, Inc., unless earlier revoked in writing.

IN WITNESS WHEREOF, Michael S. Dell has caused this Power of Attorney to be executed and effective as of the date set forth below.
 
Date: April 18, 2018
/s/ Michael S. Dell
 
 
Name: Michael S. Dell



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