PVTL Pivotal Software Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 3)

RULE 13e-3 TRANSACTION STATEMENT

UNDER SECTION 13(e) OF

THE SECURITIES EXCHANGE ACT OF 1934

PIVOTAL SOFTWARE, INC.

(Name of the Issuer)

Pivotal Software, Inc.

VMware, Inc.

Raven Transaction Sub, Inc.

Dell Technologies Inc.

Denali Intermediate Inc.

EMC Corporation

VMW Holdco LLC

EMC Equity Assets LLC

(Names of Persons Filing Statement)

Class A common stock, par value $0.01 per share

Class B common stock, par value $0.01 per share

(Title of Class of Securities)

INTRODUCTION

This Amendment No. 3 (the “Final Amendment”) to the Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (as amended, this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Exchange Act, by (a) Pivotal Software, Inc., a Delaware corporation (“Pivotal”), the issuer of the shares of Class A common stock, par value $0.01 per share (the “Class A common stock”) and Class B common stock, par value $0.01 per share (the “Class B common stock” and, collectively, the “common stock”) that are the subject of the Rule 13e-3 transaction; (b) VMware, Inc., a Delaware corporation (“VMware”); (c) Raven Transaction Sub, Inc., a Delaware corporation and a wholly owned subsidiary of VMware (“merger sub”); (d) Dell Technologies Inc., a Delaware corporation (“Dell”); (e) Denali Intermediate Inc., a Delaware corporation and wholly owned subsidiary of Dell; (f) EMC Corporation, a Massachusetts corporation and an indirect wholly owned subsidiary of Dell (“EMC Corporation”); (g) VMW Holdco LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Dell (“VMW Holdings”); and (h) EMC Equity Assets LLC, a Delaware limited liability company and wholly owned subsidiary of Dell.

This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of this Transaction Statement.

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ITEM 15. ADDITIONAL INFORMATION

(b) Golden Parachute Compensation. Not applicable.

(c) Other Material Information. The information set forth in response to Item 1011(c) of Regulation M-A is hereby amended and supplemented as follows:

On December 27, 2019, at a special meeting of Pivotal’s stockholders, Pivotal’s stockholders voted to adopt the Agreement and Plan of Merger, dated as of August 22, 2019, by and among Pivotal, VMware and merger sub (the “merger agreement”), as contemplated by the merger agreement.

On December 30, 2019, Pivotal filed a Certificate of Merger with the Secretary of State of the State of Delaware, pursuant to which merger sub was merged with and into Pivotal (the “merger”), with Pivotal continuing as the surviving corporation. As a result of the merger, Pivotal became a wholly owned subsidiary of VMware.

At the effective time of the merger, (a) each outstanding share of the Class A common stock (other than shares held in treasury or shares owned by Dell, EMC Corporation, VMW Holdings, VMware or merger sub that were not held on behalf of unaffiliated third parties and other than shares owned by stockholders who have not voted in favor of approving the merger agreement and complied with the applicable provisions of the Delaware General Corporation Law to perfect their appraisal rights), was automatically converted into the right to receive $15.00 in cash, without interest and subject to deduction for any required withholding tax, (b) each outstanding share of the Class B common stock owned by Dell (other than each share of the Class B common stock beneficially owned by VMware) was exchanged for 0.0550 of a share of VMware Class B common stock, par value $0.01 per share (the “VMware Class B common stock”), or approximately 7.2 million shares of VMware Class B common stock, (c) each outstanding share of the Class B common stock held by VMware was cancelled without the right to receive any payment with respect thereto and (d) the separate corporate existence of merger sub ceased.

As a result of the merger, Pivotal’s Class A common stock has ceased to trade on the New York Stock Exchange (“NYSE”) and became eligible for delisting from the NYSE and termination of registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Pivotal has requested that the NYSE file with the SEC a notification of removal from listing on Form 25 with respect to the delisting of Pivotal’s Class A common stock from the NYSE. Pivotal intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 in order to terminate or suspend its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act, as promptly as practicable.

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ITEM 16. EXHIBITS

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* Previously filed.

† Certain portions of this exhibit have been redacted and separately filed with the SEC pursuant to a request for confidential treatment.

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SIGNATURES

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of December 30, 2019

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