SC 13G/A 1 pivotal13ga-021419.htm FEBRUARY 14, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Pivotal Software, Inc.
(Name of Issuer)
Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)
72582H107
(CUSIP Number)
December 31, 2018
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 (the “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).




1.
NAMES OF REPORTING PERSONS
   
 
Robert S. Pitts, Jr.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
United States
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
4,660,547
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
4,660,547
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
4,660,547
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
5.4%
   
12.
TYPE OF REPORTING PERSON
   
 
IN



1.
NAMES OF REPORTING PERSONS
   
 
Steadfast Capital Management LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
4,195,872
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
4,195,872
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
4,195,872
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
4.8%
   
12.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
   
 
Steadfast Financial LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
187,921
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
187,921
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
187,921
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
   
 
Steadfast Long Financial LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
276,754
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
276,754
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
276,754
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
   
 
Steadfast Capital, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
187,921
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
187,921
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
187,921
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
   
 
American Steadfast, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
1,404,985
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
1,404,985
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,404,985
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
1.6%
   
12.
TYPE OF REPORTING PERSON
   
 
PN



1.
NAMES OF REPORTING PERSONS
   
 
Steadfast International Master Fund Ltd.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
2,790,887
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
2,790,887
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
2,790,887
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
3.2%
   
12.
TYPE OF REPORTING PERSON
   
 
CO


1.
NAMES OF REPORTING PERSONS
   
 
Steadfast Long Capital, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
116,198
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
116,198
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
116,198
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN



1.
NAMES OF REPORTING PERSONS
   
 
Steadfast Long Capital Master Fund, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
160,556
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
160,556
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
160,556
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN


This statement is filed with respect to the Class A Common Stock, $0.01 par value per share (the “Common Stock”) of Pivotal Software, Inc. (the “Issuer”) beneficially owned by the Reporting Persons (as defined below) as of December 31, 2018 and amends and supplements the Schedule 13G filed on November 19, 2018 (the “Schedule 13G”).  Except as set forth herein, the Schedule 13G is unmodified
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer.

(a)
Amount beneficially owned:

(i)
Mr. Pitts beneficially owns 4,660,547 shares of Common Stock.

(ii)
The Investment Manager beneficially owns 4,195,872 shares of Common Stock.

(iii)
The Investment General Partner beneficially owns 187,921 shares of Common Stock.

(iv)
The Long Investment Manager beneficially owns 276,754 shares of Common Stock.

(v)
Steadfast Capital beneficially owns 187,921 shares of Common Stock.

(vi)
American Steadfast beneficially owns 1,404,985 shares of Common Stock.

(vii)
The Offshore Fund beneficially owns 2,790,887 shares of Common Stock.

(viii)
Long Capital beneficially owns 116,198 shares of Common Stock.

(ix)
The Long Offshore Fund beneficially owns 160,556 shares of Common Stock.

(x)
Collectively, the Reporting Persons beneficially own 4,660,547 shares of Common Stock.

(b)
Percent of class:

(i)
Mr. Pitts’ beneficial ownership of 4,660,547 shares of Common Stock represents 5.4% of the outstanding Common Stock.

(ii)
The Investment Manager’s beneficial ownership of 4,195,872 shares of Common Stock represents 4.8% of the outstanding Common Stock.

(iii)
The Investment General Partner’s beneficial ownership of 187,921 shares of Common Stock represents less than 1% of the outstanding Common Stock.

(iv)
The Long Investment Manager’s beneficial ownership of 276,754 shares of Common Stock represents less than 1% of the outstanding Common Stock.

(v)
Steadfast Capital’s beneficial ownership of 187,921 shares of Common Stock represents less than 1% of the outstanding Common Stock.

(vi)
American Steadfast’s beneficial ownership of 1,404,985 shares of Common Stock represents 1.6% of the outstanding Common Stock.

(vii)
The Offshore Fund’s beneficial ownership of 2,790,887 shares of Common Stock represents 3.2% of the outstanding Common Stock.


(viii)
Long Capital’s beneficial ownership of 116,198 shares of Common Stock represents less than 1% of the outstanding Common Stock.

(ix)
The Long Offshore Fund’s beneficial ownership of 160,556 shares of Common Stock represents less than 1% of the outstanding Common Stock.

(x)
Collectively, the Reporting Persons’ beneficial ownership of 4,660,547 shares of Common Stock represents 5.4% of the outstanding Common Stock.

(c)
Number of shares as to which such person has:

(i)
Sole power to vote or to direct the vote of Common Stock:
Not applicable.

(ii)
Shared power to vote or to direct the vote of Common Stock:
Steadfast Capital has shared power with the Investment General Partner and Mr. Pitts to vote or direct the vote of the 187,921 shares of Common Stock beneficially owned by Steadfast Capital.
American Steadfast has shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 1,404,985 shares of Common Stock beneficially owned by American Steadfast.
The Offshore Fund has shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 2,790,887 shares of Common Stock beneficially owned by the Offshore Fund.
Long Capital has shared power with the Long Investment Manager and Mr. Pitts to vote or direct the vote of the 116,198 shares of Common Stock beneficially owned by Long Capital.
The Long Offshore Fund has shared power with the Long Investment Manager and Mr. Pitts to vote or direct the vote of the 160,556 shares of Common Stock beneficially owned by the Long Offshore Fund.

(iii)
Sole power to dispose or to direct the disposition of Common Stock:
Not applicable.

(iv)
Shared power to dispose or to direct the disposition of Common Stock:
Steadfast Capital has shared power with the Investment General Partner and Mr. Pitts to dispose or direct the disposition of the 187,921 shares of Common Stock beneficially owned by Steadfast Capital.
American Steadfast has shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 1,404,985 shares of Common Stock beneficially owned by American Steadfast.
The Offshore Fund has shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 2,790,887 shares of Common Stock beneficially owned by the Offshore Fund.

Long Capital has shared power with the Long Investment Manager and Mr. Pitts to dispose or direct the disposition of the 116,198 shares of Common Stock beneficially owned by Long Capital.
The Long Offshore Fund has shared power with the Long Investment Manager and Mr. Pitts to dispose or direct the disposition of the 160,556 shares of Common Stock beneficially owned by the Long Offshore Fund.
Item 10.
Certification.
By signing below the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated:
February 14, 2019
STEADFAST CAPITAL MANAGEMENT LP
 
       
By:
/s/ Robert S. Pitts, Jr.
 
 
Robert S. Pitts, Jr.
 
 
President
 
     
STEADFAST FINANCIAL LP
     
By:
/s/ Robert S. Pitts, Jr.
 
 
Robert S. Pitts, Jr.
 
 
President
 
     
 
STEADFAST CAPITAL, L.P.
By:  STEADFAST ADVISORS LP, as Managing General Partner
     
By:
/s/ Robert S. Pitts, Jr.
 
 
Robert S. Pitts, Jr.
 
 
President
 
     
     
AMERICAN STEADFAST, L.P.
By:  STEADFAST CAPITAL MANAGEMENT LP, Attorney-in-Fact
     
By:
/s/ Robert S. Pitts, Jr.
 
 
Robert S. Pitts, Jr.
 
 
President
 
     
     
STEADFAST INTERNATIONAL MASTER FUND LTD.
     
By:
/s/ Robert S. Pitts, Jr.
 
 
Robert S. Pitts, Jr.
 
 
Director
 
     
     


STEADFAST LONG CAPITAL, L.P.
By: STEADFAST LONG ADVISORS LP, as General Partner
     
By:
/s/ Robert S. Pitts, Jr.
 
 
Robert S. Pitts, Jr.
 
 
President
 
 
 
STEADFAST LONG CAPITAL MASTER FUND, L.P.
     
By:
/s/ Robert S. Pitts, Jr.
 
 
Robert S. Pitts, Jr.
 
 
President
 
 
 
STEADFAST LONG FINANCIAL LP
     
By:
/s/ Robert S. Pitts, Jr.
 
 
Robert S. Pitts, Jr.
 
 
President
 
 
 
/s/ Robert S. Pitts, Jr.
 
Robert S. Pitts, Jr.