Notice of Pendency and Proposed Settlement of Class Action Involving Former Record Holders and Beneficial Owners of Pivotal Software, Inc. Common Stock

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SUMMARY NOTICE OF PENDENCY AND PROPOSED
SETTLEMENT OF STOCKHOLDER CLASS ACTION,
SETTLEMENT HEARING, AND RIGHT TO APPEAR

This notice is for all former record holders and beneficial owners of Class A common stock of Pivotal Software, Inc. (“Pivotal”) who received $15 per share in cash in exchange for their shares of Pivotal Class A common stock in connection with the acquisition of Pivotal by VMware, Inc. (the “Class Shares”), in their capacities as record holders or beneficial owners of Class Shares, together with their heirs, assigns, transferees, and successors-in-interest, in each case in their capacity as holders of Class Shares (the “Class”).

Certain persons and entities are excluded from the Class by definition, as set forth in the full Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing, and Right to Appear (the “Notice”), available at www.PivotalSoftwareStockholdersLitigation.com.  Any capitalized terms used in this Summary Notice that are not otherwise defined in this Summary Notice shall have the meanings given to them in the Stipulation and Agreement of Settlement, Compromise, and Release dated June 2, 2022 (the “Stipulation”), which is also available at www.PivotalSoftwareStockholdersLitigation.com.

Please read this SUMMARY notice carefully.  your rights will be affected by a class action lawsuit pending in this court.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the “Court”), that the above-captioned stockholder class action (the “Action”) has been certified as a class action on behalf of the Class defined above. 

YOU ARE ALSO NOTIFIED that (i) plaintiff Kenia Lopez (“Plaintiff”), on behalf of herself and the other members of the Court-certified Class, with the exception of HBK Master Fund L.P. and HBK Merger Strategies Master Fund L.P.; (ii) defendants VMware, Inc., Dell Technologies Inc., Michael S. Dell, and Robert C. Mee (together, “Defendants”); and (iii) Cynthia Gaylor (the “Former Defendant”) have reached a proposed settlement of the Action for $42,500,000 in cash (the “Settlement”).  The terms of the Settlement are stated in the Stipulation entered into between Plaintiff, Defendants, and the Former Defendant.  If approved by the Court, the Settlement will resolve all claims in the Action.

A hearing (the “Settlement Hearing”) will be held on October 4, 2022 at 1:30 p.m., before The Honorable Kathaleen S. McCormick, Chancellor, either in person at the Court of Chancery of the State of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, or by telephone or video conference (in the discretion of the Court), to, among other things: (i)  determine whether the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to the Class, and should be approved by the Court; (ii) determine whether the Judgment, substantially in the form attached as Exhibit D to the Stipulation, should be entered dismissing the Action with prejudice as against Defendants; (iii) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (iv) determine whether the application by Co-Lead Counsel for an award of attorneys’ fees and expenses, including Plaintiff’s application for an incentive award, should be approved; (v) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, the application by Co-Lead Counsel for an award of attorneys’ fees and expenses, and/or Plaintiff’s application for an incentive award; and (vi) consider any other matters that may properly be brought before the Court in connection with the Settlement. 

Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or remote appearances at the hearing, will be posted to the Settlement website, www.PivotalSoftwareStockholdersLitigation.com.

If you are a member of the Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund.  If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator at Pivotal Software Stockholders Litigation, c/o JND Legal Administration, P.O. Box 91321, Seattle, WA 98111, 888-681-2126, or info@PivotalSoftwareStockholdersLitigation.com.  A copy of the Notice can also be downloaded from the Settlement website, www.PivotalSoftwareStockholdersLitigation.com.

If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to Eligible Class Members in accordance with the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court.  Pursuant to the proposed Plan of Allocation, each Eligible Class Member will be eligible to receive a pro rata payment from the Net Settlement Fund equal to the product of (i) the number of shares of Pivotal Class A common stock held by the Eligible Class Member at the time such shares were exchanged for the Acquisition Consideration and (ii) the “Per-Share Recovery” for the Settlement, which will be determined by dividing the total amount of the Net Settlement Fund by the total number of shares Pivotal Class A common stock held by all of the Eligible Class Members at the time such shares were exchanged for the Acquisition Consideration.  As explained in further detail in the Notice at paragraphs 38-47, pursuant to the Plan of Allocation, payments from the Net Settlement Fund to Eligible Class Members will be made in the same manner in which Eligible Class Members received the Acquisition Consideration.  Eligible Class Members do not have to submit a claim form to receive a payment from the Settlement.

Any objections to the proposed Settlement, the proposed Plan of Allocation, or Co-Lead Counsel’s application for an award attorneys’ fees and expenses, including Plaintiff’s application for an incentive award, must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Co-Lead Counsel and Defendants’ Counsel such that they are received no later than September 20, 2022, in accordance with the instructions set forth in the Notice.

Please do not contact the Court or the Office of the Register in Chancery regarding this Summary Notice.  All questions about this Summary Notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Co-Lead Counsel.

Requests for the Notice should be made to the Settlement Administrator:

Pivotal Software Stockholders Litigation
c/o JND Legal Administration
P.O. Box 91321
Seattle, WA 98111
888-681-2126

info@PivotalSoftwareStockholdersLitigation.com
www.PivotalSoftwareStockholdersLitigation.com

Inquiries, other than requests for the Notice, should be made to Co-Lead Counsel:

Edward Timlin
Bernstein Litowitz Berger & Grossmann LLP
1251 Avenue of the Americas, 44th Floor
New York, NY 10020

800-380-8496
settlements@blbglaw.com

Joel Fleming
Block & Leviton LLP
260 Franklin Street, Suite 1860
Boston, MA 02110

617-398‑5600
joel@blockleviton.com

Contact Information: