United States Securities and Exchange Commission Form

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on April 9, 2018. Registration No. 333-223872 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pivotal Software, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 7372 94-3094578 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number) 875 Howard Street, Fifth Floor San Francisco, California 94103 (415) 777-4868 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Robert Mee Chief Executive Officer Pivotal Software, Inc. 875 Howard Street, Fifth Floor San Francisco, California 94103 (415) 777-4868 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies to: Alan F. Denenberg Andrew M. Cohen Jeffrey R. Vetter Sarah K. Solum General Counsel James D. Evans Davis Polk & Wardwell LLP Christopher Ing Fenwick & West LLP 1600 El Camino Real Associate General Counsel 801 California Street Menlo Park, California 94025 Pivotal Software, Inc. Mountain View, California 94041 (650) 752-2000 875 Howard Street, Fifth Floor (650) 988-8500 San Francisco, California 94103 (415) 777-4868 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer o Non-accelerated filer ý Smaller reporting company o (Do not check if a Emerging growth company ý smaller reporting company) If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ý CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Title Of Each Class Of Securities Amount to be Offering Price Aggregate Offering Amount Of To Be Registered Registered (1)(2) Per Share Price (1)(2) Registration Fee (3) Class A common stock, par value $0.01 per share 42,550,000 $16.00 $680,800,000 $84,759.60 (1) Includes the aggregate offering price of additional shares that the underwriters have the option to purchase to cover over-allotments, if any. (2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. (3) The registrant previously paid $12,450.00 of this amount in connection with the initial filing of this registration statement. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this prospectus is not complete and may be changed. We and the selling stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we and the selling stockholder are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. PROSPECTUS (Subject to Completion) Issued April 9, 2018 37,000,000 Shares CLASS A COMMON STOCK Pivotal Software, Inc. is offering 33,117,000 shares of its Class A common stock. The selling stockholder identified in this prospectus is offering an additional 3,883,000 shares of Class A common stock. We will not receive any proceeds from the sale of Class A common stock by the selling stockholder. This is our initial public offering, and no public market currently exists for our Class A common stock. We anticipate that the initial public offering price will be between $14.00 and $16.00 per share. We have two classes of common stock: Class A common stock and Class B common stock. The rights of the holders of the Class A common stock and Class B common stock will be identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Each share of Class B common stock is convertible at the holder's option into one share of Class A common stock and will automatically convert into Class A common stock on a share-for-share basis under circumstances specified in our amended and restated certificate of incorporation in effect prior to the closing of this offering. Dell Technologies Inc. is currently our majority stockholder. Following this offering, Dell Technologies will own, indirectly through its subsidiaries (including VMware, Inc.), 175,514,272 shares of our outstanding Class B common stock, which will represent approximately 70.1% of our total outstanding shares of common stock and approximately 95.9% of our combined voting power immediately after this offering (or approximately 95.6% if the underwriters exercise their over-allotment option in full). We will be a "controlled company" within the meaning of the corporate governance rules of the New York Stock Exchange. We have applied for listing of our Class A common stock on the New York Stock Exchange under the symbol "PVTL." We are an "emerging growth company" as defined under the federal securities laws. Investing in our Class A common stock involves risks. See "Risk Factors" beginning on page 16. PRICE $ A SHARE Underwriting Proceeds to Price to Discounts and Proceeds to the Selling Public Commissions (1) Pivotal Stockholder Per Share $ $ $ $ Total $ $ $ $ (1) See "Underwriters" for a description of the compensation payable to the underwriters. We have granted the underwriters the right to purchase up to an additional 5,550,000 shares of our Class A common stock to cover over-allotments, if any. The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of Class A common stock to purchasers on or about , 2018. MORGAN STANLEY GOLDMAN SACHS & CO. LLC CITIGROUP BofA MERRILL LYNCH BARCLAYS CREDIT SUISSE RBC CAPITAL MARKETS UBS INVESTMENT BANK WELLS FARGO SECURITIES KEYBANC CAPITAL MARKETS WILLIAM BLAIR MISCHLER FINANCIAL GROUP, INC. RAMIREZ & CO., INC. SIEBERT CISNEROS SHANK & CO., L.L.C. THE WILLIAMS CAPITAL GROUP, L.P. , 2018 Table of Contents Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1 Risk Factors 16 Special Note Regarding Forward-Looking Statements 51 Industry and Market Data 52 Use of Proceeds 53 Dividend Policy 53 Capitalization 54 Dilution 57 Selected Consolidated Financial Data 60 Management's Discussion and Analysis of Financial Condition and Results of Operations 64 Business 90 Management 111 Executive Compensation 120 Certain Relationships and Related Party Transactions 129 Principal and Selling Stockholders 136 Description of Capital Stock 138 Material U.S. Federal Income and Estate Tax Consequences for Non-U.S. Holders of Class A Common Stock 152 Shares Eligible for Future Sale 155 Underwriters 157 Legal Matters 167 Experts 167 Where You Can Find More Information 167 Index to Consolidated Financial Statements F-1 In this prospectus, (i) "Pivotal Software, Inc.," "Pivotal," the "Company," "we," "us" and "our" refer to Pivotal Software, Inc. and its consolidated subsidiaries, (ii) "Dell" refers to Dell Inc., (iii) "Dell Technologies" refers to Dell Technologies Inc., the ultimate parent company of Dell Inc., and (iv) "DellEMC" refers to EMC Corporation, an indirect wholly-owned subsidiary of Dell Technologies that directly holds shares of our Class B common stock, whether before or after its acquisition by Dell Technologies. "Pivotal," the Pivotal logos and other trade names, trademarks or service marks of Pivotal appearing in this prospectus are the property of Pivotal. This prospectus contains additional trade names, trademarks and service marks of other companies, which are the property of their respective owners.

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