Sec Form 13D Filing - GENERAL ELECTRIC CO (GE) filing for Pivotal Software Inc. (PVTL) - 2018-12-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Pivotal Software, Inc.

(Name of Issuer)

Class A Common Stock, $0.01 par value 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

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

December 12, 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 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

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CUSIP No. 72582H107

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Explanatory Note

This Amendment No.  ;2 (“Amendment No. 2”) to Schedule 13D relates to the shares of Class A common stock, par value $0.01 per share (the “Common Stock”), of Pivotal Software, Inc., a Delaware corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed by the reporting persons on April 30, 2018 (the “Original Filing” and, as amended, the “Statement”). This Amendment No. 2 is being filed primarily to reflect a change in the percentage of Common Stock beneficially owned by the Reporting Persons as a result of a sale of Common Stock. Capitalized terms used but not defined have the meaning given them in the Original Filing.

Item 5. Interest in Securities of the Issuer

Items 5(a), (b) and (c) of the Statement are hereby amended as follows:

(a)    The aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons are as follows:

(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 0 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 0 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 0 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 0 shares of Common Stock.

(c)    On December 12, 2018, the GEIH BV sold 5,695,554 shares of Common Stock at a price of $17.20 in a transaction effected pursuant to Rule 144. Except as described in this Statement, there have been no reportable transactions with respect to shares of the Common Stock within the last 60 days by the Reporting Persons.

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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: December 14, 2018

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