Form SC 13D Pivotal Software, Inc. Filed by: GENERAL ELECTRIC CO

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Form SC 13D Pivotal Software, Inc. Filed by: GENERAL ELECTRIC CO

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April 30, 2018 5:07 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. )*

Pivotal Software, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

72582H107

(CUSIP Number)

Christoph A. Pereira

Vice President & Chief Corporate, Securities and Finance Counsel

General Electric Company

41 Farnsworth Street

Boston, Massachusetts 02210

(617) 433-2952

with a copy to:

Alana L. Griffin

King & Spalding LLP

1180 Peachtree Street, N.E.

Atlanta, GA 30309

(404) 572-2450

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 19, 2018

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 72582H107


1		NAMES OF REPORTING PERSONS General Electric Company
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION New York

(1)	Based on 74,822,120 shares of Common Stock outstanding as of February 2, 2018, as reported in Pivotal Software, Inc.’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 18, 2018.

CUSIP No. 72582H107


1		NAMES OF REPORTING PERSONS GE International Holdings B.V.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) OO (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands

(1)	Based on 74,822,120 shares of Common Stock outstanding as of February 2, 2018, as reported in Pivotal Software, Inc.’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 18, 2018.

Item 1.

Security and Issuer

This statement on Schedule 13D relates to the Class A common stock, par value $0.01 per share (the “Common Stock”), of Pivotal Software, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 875 Howard Street, Fifth Floor, San Francisco, California 94103.

Item 2.

Identity and Background

This Schedule 13D is being jointly filed by the following persons (the “Reporting Persons”):

(i) General Electric Company, a New York corporation (“GE”). The principal business of GE is providing global diversified infrastructure and financial services. The principal business address of GE is 41 Farnsworth Street, Boston, Massachusetts 02210.

(ii) GE International Holdings B.V., a private limited liability company organized under the laws of the Netherlands (“GEIH BV”) and a wholly owned subsidiary of GE. The principal business of GEIH BV is the ownership of certain assets and investments beneficially owned by GE, including the Common Stock. The principal business address of GEIH BV is Bergschot 69, 2, 4817PA, Breda, The Netherlands.

The name, citizenship, business address and present principal occupation or employment of each director and executive officer of GE and GEIH BV are listed on Schedule A attached hereto and incorporated herein by reference.

During the last five years, none of the Reporting Persons, and to the best of each such Reporting Person’s knowledge, none of the directors or executive officers of such Reporting Person listed on Schedules I and II hereto, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

To the extent required by Item 3 of Schedule 13D, the information contained in (or incorporated by reference to) Item 4 of this Schedule 13D is incorporated herein by reference.

Item 4.

Purpose of Transaction.

The Reporting Persons acquired 30,031,747 shares of the Issuer’s Series B Preferred Stock on May 8, 2013 and 8,798,405 shares of the Issuer’s Series C Preferred Stock on May 18, 2016, in each case for investment purposes. In connection with the initial public offering of the Issuer, which was completed on April 24, 2018 (the “IPO”), the shares of Series B Preferred Stock and Series C Preferred Stock were automatically converted and reclassified into an aggregate of 19,415,075 shares of Common Stock. GEIH BV participated as a selling stockholder in the IPO and sold 3,883,000 shares of Common Stock in the IPO.

Khozema Z. Shipchandler, Vice President and Chief Financial Officer of GE Digital LLC, an industrial software solutions and services subsidiary of GE, has served on the board of directors of the Issuer since December 2016, as the nominee of GE pursuant to nomination rights granted to GE under the shareholders’ agreement that existed prior to the IPO.

The Reporting Persons may from time to time make additional purchases of or dispose of Common Stock, either in the open market or in private transactions depending on the Reporting Persons’ respective businesses, prospects and financial conditions, the market for the Common Stock, general economic conditions, stock market conditions and other future developments.

Except as described in this Item 4, as of the date of this Schedule 13D, the Reporting Persons do not have any plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (i) of Item 4 of Schedule 13D. The Reporting Persons may change their plans or proposals in the future. In determining from time to time whether to sell or retain any shares of Common Stock reported as beneficially owned in this Schedule 13D, the Reporting Persons will take into consideration such factors as they deem relevant, including the business and prospects of the Issuer, anticipated future developments concerning the Issuer, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters and other opportunities available to the Reporting Persons. The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer or to change their intention with respect to any or all of the matters referred to in this Item 4.

Item 5.

Interest in Securities of the Issuer.

(a) The aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons are as follows (based upon the 74,822,120 shares of Common Stock outstanding as of February 2, 2018, as reported in the Issuer’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 18, 2018):

(i) GE beneficially owns 15,532,075 shares of Common Stock, or approximately 20.8%.

(ii) GEIH BV beneficially owns 15,532,075 shares of Common Stock, or approximately 20.8%.

(b) GE has

(i) sole power to vote or direct the vote of 0 shares of Common Stock;

(ii) shared power to vote or direct the vote of 15,532,075 shares of Common Stock;

(iii) sole power to dispose or direct the disposition of 0 shares of Common Stock; and

(iv) shared power to dispose or direct the disposition of 15,532,075 shares of Common Stock.

GEIH BV has

(i) sole power to vote or direct the vote of 0 shares of Common Stock;

(ii) shared power to vote or direct the vote of 15,532,075 shares of Common Stock;

(iii) sole power to dispose or direct the disposition of 0 shares of Common Stock; and

(iv) shared power to dispose or direct the disposition of 15,532,075 shares of Common Stock.

(c) Except as described in Item 3 above, there have been no reportable transactions with respect to the Shares within the last 60 days by the Reporting Persons.

(d) Except as set forth herein, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth or incorporated in Item 3 and Item 4 is hereby incorporated herein by reference.

Joint Filing Agreement

The Reporting Persons have entered into a Joint Filing Agreement, dated the date hereof, a copy of which is filed with this Schedule 13D as Exhibit I, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by any other Reporting Person.

Amended and Restated Shareholders’ Agreement

Pursuant to the Amended and Restated Shareholders’ Agreement, dated as of April 17, 2018, by and among the Issuer, GEIH BV, GE and the other shareholders party thereto (the “Shareholders Agreement”), GE and GEIH BV are entitled to customary demand, shelf and piggyback registration rights with respect to the Common Stock, including customary indemnification and contribution rights and provision for underwritten offerings.

To the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

Lock-Up Agreements

In connection with the IPO, each of GE and GEIH BV entered into a lock-up agreement (the “Lock-Up Agreement”) and agreed, subject to certain exceptions, without the prior consent of with Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, as representatives to the underwriters in connection with the IPO, not to dispose of or hedge any Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for a period ending 180 days after April 19, 2018.

The descriptions of the Shareholders Agreement and the Lock-Up Agreements set forth in this Item 6 do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which have been filed as Exhibit II and Exhibit III, respectively, and are incorporated herein by reference.

Item 7.

Material to Be Filed as Exhibits.


Exhibit I		Joint Filing Agreement among the Reporting Persons, dated as of April 30, 2018.

Exhibit II		Form of Amended and Restated Shareholders’ Agreement, by and among the Issuer, GEIH BV, GE and the other shareholders party thereto (incorporated by reference to Exhibit 10.1 to the Issuer’s Registration Statement on Form S-1/A (Registration No. 333-223872) filed on April 12, 2018).

Exhibit III		Lock-Up Agreement, dated as of April 5, 2018, by and among GE, Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC.

Exhibit IV		Lock-Up Agreement, dated as of April 5, 2018, by and among GEIH BV, Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC.

Exhibit V		Power of Attorney of GE, dated April 18, 2018.

Exhibit VI		Power of Attorney of GEIH BV, dated April 26, 2018.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: April 30, 2018


GENERAL ELECTRIC COMPANY		GE INTERNATIONAL HOLDINGS B.V.

By:	/s/ Alana L. Griffin	By:	/s/ Alana L. Griffin
	Name: Alana L. Griffin		Name: Alana L. Griffin
	Title: Attorney-in-Fact		Title: Attorney-in-Fact

Schedule A

Directors and Executive Officers of

General Electric Company

The following table sets forth certain information with respect to the directors and executive officers of General Electric Company. The business address of each director and executive officer of General Electric Company is 41 Farnsworth Street, Boston, Massachusetts 02210.


Name	Present Principal Occupation or Employment	Citizenship

Sébastien M. Bazin (Director)	Chairman and CEO of AccorHotels Paris, France	France

W. Geoffrey Beattie (Director)	Chief Executive Officer, Generation Capital Toronto, Canada	Canada

John J. Brennan (Director)	Chairman Emeritus and Senior Advisor, The Vanguard Group Malvern, Pennsylvania	United States

H. Lawrence Culp, Jr. (Director)	Senior Lecturer, Harvard Business School and Senior Advisor, Bain Capital Private Equity Boston, Massachusetts	United States

Francisco D’Souza (Director)	Chief Executive Officer, Cognizant Technology Solutions Corporation Teaneck, New Jersey	United States

John L. Flannery (Director and Chief Executive Officer)	Chairman of the Board and Chief Executive Officer, General Electric Company Boston, Massachusetts	United States

Edward P. Garden (Director)	Chief Investment Officer and Founding Partner, Trian Fund Management New York, New York	United States

Thomas W. Horton (Director)	Senior Advisor, Industrials and Business Services Group, Warburg Pincus LLC New York, New York	United States

Risa Lavizzo-Mourey (Director)	Former President and CEO, Robert Wood Johnson Foundation Princeton, New Jersey	United States

James J. Mulva (Director)	Former Chairman of the Board, President and Chief Executive Officer, ConocoPhillips Houston, Texas	United States

Leslie F. Seldman (Director)	Former Chairman, Financial Standards Accounting Board Norwalk, Connecticut	United States

James S. Tisch (Director)	President and Chief Executive Officer, Loews Corporation New York, New York	United States



Alex Dimitrief (Senior Vice President, GE and President & CEO, Global Growth Organization)	Senior Vice President, General Electric Company and President & CEO, Global Growth Organization,	United States

Michael J. Holston (Senior Vice President, General Counsel & Secretary)	Senior Vice President, General Counsel & Secretary, General Electric Company	United States

Jan R. Hauser (Vice President, Controller & Chief Accounting Officer)	Vice President, Controller & Chief Accounting Officer, General Electric Company	United States

David L. Joyce (Vice Chairman)	Vice Chairman of General Electric Company, President & CEO, GE Aviation	United States

Raghu Krishnamourthy (Senior Vice President, Chief Human Resources Officer)	Senior Vice President, Chief Human Resources Officer, General Electric Company	United States

Jamie S. Miller (Senior Vice President & Chief Financial Officer)	Senior Vice President and Chief Financial Officer, General Electric Company	United States

Managing Directors of

GE International Holdings B.V.

The following table sets forth certain information with respect to the managing directors of GE International Holdings B.V. The business address of each managing director of GE International Holdings B.V. is Bergschot 69, 2, 4817PA, Breda, The Netherlands.


Name	Present Principal Occupation or Employment	Citizenship
Arjan Cornelis van der Linde (Managing Director)	Tax Director, General Electric Company The Netherlands	The Netherlands
Ernst Frederik Kraaij (Managing Director)	Global Commercial and Supply Chain Tax Director, GE Power & Renewables The Netherlands	The Netherlands

Exhibit I

Joint Filing Agreement

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to the beneficial ownership by the undersigned of the shares, par value CHF 0.10 per share, of Transocean Ltd., a corporation organized under the laws of Switzerland (the “Issuer”), and such other securities of the Issuer that the undersigned may acquire or dispose of from time to time. This agreement is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13D and any further amendments thereto, and for completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that this agreement shall be included as an Exhibit to such joint filing.

This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signatures on following page]

IN WITNESS WHEREOF, the undersigned have executed this agreement as of April 30, 2018.


GENERAL ELECTRIC COMPANY

By:		/s/ Alana L. Griffin
Name: Alana L. Griffin Title: Attorney-in-Fact

GE INTERNATIONAL HOLDINGS B.V.

By:		/s/ Alana L. Griffin
Name:		Alana L. Griffin
Title:		Attorney-in-Fact

[Signature Page to Joint Filing Agreement]

Exhibit III

FORM OF LOCK-UP LETTER

April 5, 2018

Morgan Stanley & Co. LLC

Goldman Sachs & Co. LLC

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

c/o Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282

Ladies and Gentlemen:

The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and Goldman Sachs & Co. LLC (“Goldman Sachs” and together with Morgan Stanley, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Pivotal Software, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the Class A common stock, $0.01 par value per share, of the Company (the “Class A Common Stock” and, together with the Class B common stock, $0.01 par value per share, of the Company, the “Common Stock”).

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley and Goldman Sachs on behalf of the Underwriters, it will not, during the period commencing on the “ Commencement Date” (as defined below) and ending 180 days after the date of the final prospectus (the “Restricted Period”) relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock (any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock collectively, the “Securities,” and any such Securities beneficially owned by the undersigned, the “Undersigned’s Securities”) or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other Securities, in cash or otherwise. The foregoing sentence shall not apply to:

(a) sales of Common Stock by the undersigned to the Underwriters pursuant to the Underwriting Agreement;

(b) transactions relating to shares of Common Stock acquired in the Public Offering or shares of Common Stock or other Securities acquired in open market transactions after the completion of the Public Offering;

(c) transfers of the Undersigned’s Securities as a bona fide gift, bona fide estate planning purposes or charitable contribution;

(d) transfers of the Undersigned’s Securities by will or other testamentary document or intestate succession upon the death of the undersigned, including to the transferee’s nominee or custodian;

(e) transfers of the Undersigned’s Securities to an immediate family member or any trust, partnership or limited liability company for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this letter agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin);

(f) transfers or distributions of the Undersigned’s Securities by a stockholder that is a trust to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust;

(g) if the undersigned is a corporation, partnership, limited liability company or other business entity, transfers of the Undersigned’s Securities (1) as part of a disposition, transfer or distribution by the undersigned to its equity holders, limited partners or members (or in each case its nominee or custodian), or any investment fund or other entity controlled or managed by the undersigned or (2) to another corporation, partnership, limited liability company, or other business entity (or in each case its nominee or custodian) that controls, is controlled by or is under common control with the undersigned;

(h) transfers of the Undersigned’s Securities that occur by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; provided that if the undersigned is required to file a report under Section 16(a) of the Exchange Act during the Restricted Period reporting a reduction in beneficial ownership of shares of Common Stock or other Securities, the undersigned shall include a statement in such report to the effect that such transfer occurred pursuant to such a domestic order or in connection with a divorce settlement;

(i) the conversion of any convertible security of the Company, including the conversion of the outstanding preferred stock of the Company into shares of Common Stock in connection with the Public Offering and the conversion of the outstanding Class B common stock into shares of Class A Common Stock, or other right described in the Prospectus or otherwise disclosed to the Underwriters in writing into shares of Common Stock or other Securities; provided that such shares of Common Stock or other Securities underlying any such security or right shall continue to be subject to the restrictions on transfer set forth in this letter agreement;

(j) the exercise or settlement of stock options (“stock options”) or restricted stock units (“restricted stock units”) granted under any stock-based employee benefit plan or other equity award plan of the Company described in the Prospectus (“benefit plan”) (excluding, for the avoidance of doubt, all manners of exercise that would involve a sale in the open market of any Securities relating to such stock options or restricted stock

units, whether to cover the applicable aggregate exercise price, withholding tax obligations or otherwise); provided that (x) the shares of Common Stock underlying such stock options or restricted stock units shall continue to be subject to the restrictions set forth in this letter agreement and (y) if the undersigned is required to file a report under Section 16(a) of the Exchange Act during the Restricted Period, the undersigned shall include a statement in such report clearly indicating that (A) the filing relates to the circumstances described in this clause (i) and (B) no shares of Common Stock or other Securities were sold by the reporting person;

(k) the receipt by the undersigned from the Company of shares of Common Stock and the disposition of the Undersigned’s Securities to the Company upon the exercise of stock options on a “cashless” or “net exercise” basis to the extent permitted by a benefit plan so long as such “cashless” or “net exercise” is effected solely by the surrender of outstanding stock options (or the Common Stock issuable upon the exercise thereof) to the Company and the Company’s cancellation of all or a portion thereof to pay the exercise price (excluding, for the avoidance of doubt, all manners of exercise that would involve a sale in the open market of any Securities relating to such stock options, whether to cover the applicable aggregate exercise price, withholding tax obligations or otherwise); provided that the shares of Common Stock underlying such stock options shall continue to be subject to the restrictions on transfer set forth in this letter agreement;

(l) the disposition of the Undersigned’s Securities to the Company solely to cover tax withholding obligations of the undersigned in connection with (1) the vesting of restricted stock units or other awards granted under a benefit plan or (2) the exercise of stock options; provided that (x) the shares of Common Stock underlying such stock options, restricted stock units or other awards shall continue to be subject to the restrictions set forth in this letter agreement and (y) if the undersigned is required to file a report under Section 16(a) of the Exchange Act during the Restricted Period reporting a reduction in beneficial ownership of shares of Common Stock or other Securities related to such disposition of the Undersigned’s Securities to the Company by the undersigned solely to satisfy tax withholding obligations, the undersigned shall include a statement in such report to the effect that the filing relates to the satisfaction of tax withholding obligations of the undersigned in connection with such vesting or exercise;

(m) transfers of the Undersigned’s Securities to the Company pursuant to agreements under which (1) such Securities were issued and (2) the Company has the option to repurchase such Securities or other security or a right of first refusal with respect to transfers of such Securities or other security; provided that no filing under Section 16 of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made within 30 days after the date of the Prospectus, and after such 30^th day, any filing under Section 16 of the Exchange Act shall clearly indicate in the footnotes thereto that (A) the filing relates to the circumstances described in this clause (m) and (B) no Securities or other securities were sold by the reporting person;

(n) transfers of the Undersigned’s Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Stock that is expected to result in a change of control of the Company (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Common Stock or other Securities in connection with any such transaction, or vote

any Securities in favor of any such transaction) that has been approved by the board of directors of the Company; provided that if such third-party tender offer, merger, consolidation or other such transaction is not completed, the Common Stock owned by the undersigned shall remain subject to the restrictions contained in this letter agreement. For the purposes of this clause (n), a “change of control” means the consummation of any bona fide third-party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company or the Underwriters pursuant to the Public Offering, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of securities representing 50% or more of the total voting power of the Company or the surviving entity; or

(o) the establishment or amendment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock; provided that (1) such plan does not provide for the transfer of Common Stock during the Restricted Period and (2) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment or amendment, as the case may be, of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period;

provided that:

(x) in the case of any transfer or distribution pursuant to each of the clauses (c) through (h) above, each donee, trustee, distributee or transferee shall sign and deliver a lock-up agreement to the Representatives substantially in the form of this letter agreement; and

(y) in the case of any transfer or distribution pursuant to each of the clauses (a) through (g) and (k) above, no filing under Section 16 of the Exchange Act, reporting a reduction in beneficial ownership of the Undersigned’s Securities, shall be required or shall be voluntarily made during the Restricted Period.

In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley and Goldman Sachs on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any other Security. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Shares the undersigned may purchase in or in connection with the Public Offering.

If the undersigned is an officer or director of the Company, (i) Morgan Stanley and Goldman Sachs agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, Morgan Stanley and Goldman Sachs will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by Morgan Stanley and

Goldman Sachs hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.

The undersigned understands that the Company and the Underwriters are relying upon this letter agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this letter agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The Commencement Date referred to above means, and the Restricted Period will begin on, the date the Company first publicly files a prospectus that includes a bona fide estimate of the Public Offering price range with the Securities and Exchange Commission. This letter agreement shall automatically terminate, and the undersigned will be released from all of his, her or its obligations hereunder, upon the earliest to occur, if any, of (a) the date that the Company advises the Representatives, in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Public Offering, (b) the date that the Company withdraws the registration statement related to the Public Offering before the execution of the Underwriting Agreement, (c) if the Underwriting Agreement is executed but terminated (other than the provisions thereof that survive termination) prior to payment for and delivery of the shares of Common Stock to be sold thereunder, the date that the Underwriting Agreement is terminated or (d) August 31, 2018, if the Public Offering of the Shares has not been completed by such date.

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

[Signature page follows]


				Very truly yours,

IF AN INDIVIDUAL:				IF AN ENTITY:

By: (duly authorized signature)				GENERAL ELECTRIC COMPANY (please print complete name of entity)

Name: (please print full name)				By: /s/ Khozema Shipchandler (duly authorized signature)

				Name: Khozema Shipchandler (please print full name) Title: Chief Financial Officer (please print full title)

Address:				Address: 2700 Camino Ramon San Ramon CA 94583

E-mail:				E-mail: [email protected]

[Signature Page to Lock-Up Agreement]

Exhibit IV

FORM OF LOCK-UP LETTER

April 5, 2018

Morgan Stanley & Co. LLC

Goldman Sachs & Co. LLC

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

c/o Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282

Ladies and Gentlemen:

(a) sales of Common Stock by the undersigned to the Underwriters pursuant to the Underwriting Agreement;

(c) transfers of the Undersigned’s Securities as a bona fide gift, bona fide estate planning purposes or charitable contribution;

(d) transfers of the Undersigned’s Securities by will or other testamentary document or intestate succession upon the death of the undersigned, including to the transferee’s nominee or custodian;

(f) transfers or distributions of the Undersigned’s Securities by a stockholder that is a trust to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust;

provided that:

[Signature page follows]


				Very truly yours,

IF AN INDIVIDUAL:				IF AN ENTITY:

By: (duly authorized signature)				GE INTERNATIONAL HOLDINGS B.V. (please print complete name of entity)

Name: (please print full name)				By: /s/ Ernst F. Kraaij (duly authorized signature)

				Name: Ernst F. Kraaij (please print full name) Title: Managing Director (please print full title)

Address:				Address: De Boelelaan 7 1083 HJ Amsterdam, NL

E-mail:				E-mail: [email protected]

[Signature Page to Lock-Up Agreement]

Exhibit V

POWER OF ATTORNEY

The undersigned, General Electric Company, a New York company (hereinafter referred to as the “Company”) does hereby make, constitute and appoint each of the persons listed below as the Company’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Company for and with respect to the matters hereinafter described.

Name of Attorney:

Alana L. Griffin Robert Morimoto

Each Attorney shall have the power and authority to execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Company with regard to any securities owned by the Company or any of their subsidiaries; and, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Company in order to more effectively carry out the intent and purpose of the foregoing.

Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Company without attestation and without affixation of the seal of the Company. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.

Unless revoked by the Company, this Power of Attorney shall be governed under the laws of the State of New York.

IN WITNESS WHEREOF, the Company has caused this Power of Attorney to be executed as of April 18, 2018.


GENERAL ELECTRIC COMPANY

By:		/s/ Christoph A. Pereira
		Christoph A. Pereira
		Vice President,
		Chief Corporate, Securities & Finance Counsel

Exhibit VI

POWER OF ATTORNEY

The undersigned, GE International Holdings B.V., a private limited liability company organized under the laws of The Netherlands (hereinafter referred to as the “Company”) does hereby make, constitute and appoint each of the persons listed below as the Company’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Company for and with respect to the matters hereinafter described.

Name of Attorney:

Alana L. Griffin Robert Morimoto

Each Attorney shall have the power and authority to execute and deliver any Schedule 13D or Schedule 13G or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Company with regard to any securities owned by the Company or any of their subsidiaries; and, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Company in order to more effectively carry out the intent and purpose of the foregoing.

Unless revoked by the Company, this Power of Attorney shall be governed under the laws of the State of New York.

IN WITNESS WHEREOF, the Company has caused this Power of Attorney to be executed as of April 26, 2018.


GE INTERNATIONAL HOLDINGS B.V.

By:		/s/ Arjan Cornelis van der Linde
Name:		Arjan Cornelis van der Linde
Title:		Managing Director

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

0

SHARED VOTING POWER

15,532,075

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

15,532,075