SEC FORM 3

SEC Form 3

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^*

Cohen Andrew M.

(Last)

(First)

(Middle)

C/O PIVOTAL SOFTWARE, INC.

875 HOWARD STREET, FIFTH FLOOR

(Street)

SAN FRANCISCO

94103

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, GC and Corp. Sec.

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)
Class A Common Stock	10,000	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Options	⁽¹⁾	06/28/2023	Class A Common Stock	115,000	$5.06	D
Stock Options	⁽²⁾	05/13/2025	Class A Common Stock	162,500	$6.78	D
Stock Options	⁽³⁾	08/02/2026	Class A Common Stock	67,500	$8.56	D
Stock Options	⁽⁴⁾	08/08/2027	Class A Common Stock	175,000	$9.9	D

Explanation of Responses:

1. The stock options were granted on June 28, 2013 and are fully vested. The original grant was for 125,000 options, of which 10,000 have been exercised.

2. The stock options were granted on May 13, 2015 and vest over a four-year period, with 25% of the options vesting on the first anniversary of the grant date and the remaining options vesting in equal monthly installments thereafter.

3. The stock options were granted on August 2, 2016 and vest over a four-year period, with 25% of the options vesting on the first anniversary of the grant date and the remaining options vesting in equal monthly installments thereafter.

4. The stock options were granted on August 8, 2017 and vest over a four-year period, with 25% of the options vesting on the first anniversary of the grant date and the remaining options vesting in equal monthly installments thereafter.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Christopher Ing, attorney-in-fact	04/19/2018
	** 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 5 (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.