Pivotal Software Stockholders Litigation
In re: Pivotal Software, Inc. Stockholders’ Litigation
C.A. No. 2020-0440-KSJM

Welcome to the Pivotal Software Stockholders Litigation Website

The information contained on this website is only a summary of the information presented in more detail in the Notice of Pendency and Proposed Settlement of  Stockholder Class Action, Settlement Hearing  and Right to Appear, which you can access here. Because this website is just a summary you should review the Notice for additional details.

Summary of the Action and Settlement

This website relates to a stockholder class action (the “Action”), pending in the Court of Chancery of the State of Delaware (the “Court”), Plaintiff Kenia Lopez (“Plaintiff”) alleges in the Action that VMware, Inc. (“VMware”), Dell Technologies Inc. (“Dell”), Michael S. Dell (“M. Dell”), and Robert C. Mee (“Mee”) (together, “Defendants”) breached fiduciary duties to the public stockholders of Pivotal Software, Inc. (“Pivotal”), and, in the alternative, that VMware aided and abetted those breaches of fiduciary duties, in connection with VMware’s December 30, 2019 acquisition of Pivotal, and that, as a consequence thereof, Pivotal public stockholders suffered damages.

Plaintiff, on behalf of herself and the Class (defined below), Defendants, and former defendant Cynthia Gaylor (“Former Defendant”) have reached a proposed Settlement of the Action for $42,500,000 in cash. The proposed Settlement, if approved by the Court, will resolve all claims in the Action.

If you are a member of the Class, you are subject to the Settlement.  The Class certified by the Court’s November 4, 2021 Class Certification Order consists of: 

All former record holders and beneficial owners of Class A common stock of 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.

Excluded from the Class are (i) Defendants and their immediate family members, affiliates, legal representatives, heirs, estates, successors, or assigns; and (ii) any entity in which any Defendant has had a direct or indirect controlling interest.

Also excluded from the Class are (i) the Former Defendant and her immediate family members, affiliates, legal representatives, heirs, estates, successors, or assigns, and any entity in which the Former Defendant has had a direct or indirect controlling interest; and (ii) HBK Master Fund L.P. and HBK Merger Strategies Master Fund L.P. (collectively, the “Appraisal Stockholders”).

PLEASE NOTE:  The Class is a non-“opt-out” class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2).  Class Members do not have the right to exclude themselves from the Class.

Payments to eligible Class Members will be made only if the Court approves the Settlement and a plan of allocation for the distribution of the Settlement proceeds, and only after any appeals are resolved. Please be patient, as this process may take some time to complete.

Eligible Class Members do not need to submit a claim form in order to receive a distribution from the Settlement. If you are eligible to receive a distribution from the Settlement, your distribution will be paid to you directly.

Please be patient. If the Settlement is approved by the Court, it will take some time to conduct the Settlement distribution.

CLASS MEMBERS’ LEGAL RIGHTS IN THE SETTLEMENT:

RECEIVE A PAYMENT FROM THE SETTLEMENT.  CLASS MEMBERS DO NOT NEED TO SUBMIT
A CLAIM FORM.

If you are a member of the Class, you may be eligible to receive a pro rata distribution from the Settlement proceeds.  Eligible Class Members do not need to submit a claim form in order to receive a distribution from the Settlement, if approved by the Court.  If you are eligible for a distribution from the Settlement, it will be paid to you directly.  See paragraphs 38-47 of the Notice for further discussion.

OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION SO THAT IT IS RECEIVED NO LATER THAN SEPTEMBER 20, 2022.

If you are a member of the Class and would like to object to the proposed Settlement, the proposed Plan of Allocation, Co-Lead Counsel’s application for an award of attorneys’ fees and expenses, or Plaintiff’s application for an incentive award, you may write to the Court and explain the reasons for your objection.

ATTEND A HEARING ON OCTOBER 4, 2022 AT 1:30 P.M., AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN SEPTEMBER 20, 2022.

Filing a written objection and notice of intention to appear that is received by September 20, 2022, allows you to speak in Court, at the discretion of the Court, about your objection.  In the Court’s discretion, the October 4, 2022 hearing may be conducted by telephone or video conference (see paragraphs 54-55 of the Notice).  If you submit a written objection, you may (but you do not have to) attend the hearing and, at the discretion of the Court, speak to the Court about your objection.

 

How do I obtain more information?

More detailed information about the Action and the Settlement is contained in the Notice. If you have questions, you may contact the Settlement Administrator by calling toll-free 1-888-681-2126; emailing info@PivotalSoftwareStockholdersLitigation.com; or mailing a letter to:

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

Inquiries should NOT be directed to the Court, the Clerk of the Court, Defendants, or their counsel.

For More Information

Visit this website often to get the most up-to-date information.

Mail
Pivotal Software Stockholders Litigation
c/o JND Legal Administration
P.O. Box 91321
Seattle, WA 98111