For personal use only
ASX / Media Release
24 February 2022
The Manager
Company Announcements Office ASX Limited
20 Bridge Street
SYDNEY NSW 2000
By electronic lodgement
Dear Sir/Madam
Change of director's interests notice (Appendix 3Y) - John Hoffman and Joseph
Monkowski
Pivotal Systems Corporation ("Pivotal" or the "Company") (ASX: PVS), provides the attached forms:
- Change of director's interests notice (Appendix 3Y) for Mr John Hoffman; and
- Change of director's interests notice (Appendix 3Y) for Dr Joseph Monkowski. Due to administrative oversight, the Appendix 3Ys are being lodged slightly late. Pivotal notes the following in relation to the above matters:
- Once the oversight was identified by Pivotal, the Appendix 3Ys were promptly lodged with ASX.
- Pivotal is satisfied that it has the necessary reporting and notification practices in place to ensure compliance with its disclosure obligations under ASX Listing Rules 3.19A and 3.19B. Pivotal believes that its current practices are adequate and confirms that this is an isolated error.
- Pivotal confirms that:
- each director is informed of the ASX disclosure requirements upon their appointment and reminded of these obligations regularly at board meetings; and
- it has entered into appropriate agreements with each director which places an obligation on the director to notify the company of interests in the company and any change to their interests in the company so that the required Appendix 3Y (Change of Director's Interest Notice) may be lodged.
Pivotal Systems Corporation
ARBN 626 346 325
48389 Fremont Blvd. Suite 100, Fremont, CA, 94538
Phone +1 (510) 770 9125, Fax +1 (510) 770 9126
Web /https://www.pivotalsys.com
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For personal use only
This announcement has been authorised for release to ASX by Ron Warrington, CFO on behalf of the Pivotal Board.
Yours faithfully
Danny Davies
ASX Listing Rule 12.6 Representative for Pivotal
Pivotal Systems Corporation
ARBN 626 346 325
48389 Fremont Blvd. Suite 100, Fremont, CA, 94538
Phone +1 (510) 770 9125, Fax +1 (510) 770 9126
Web /https://www.pivotalsys.com
Page 2 of 2
Appendix 3Y Change of Director's Interest Notice
Appendix 3Y
Rule 3.19A.2
For personal use only
Change of Director's Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.
Introduced 30/09/01 Amended 01/01/11
Name of entity Pivotal Systems Corporation ("Pivotal" or the "Company")
ARBN | 626 346 325 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
Name of Director | Mr John Hoffman |
Date of last notice | 9 February 2021 |
Part 1 - Change of director's relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.
Direct or indirect interest | Direct |
Nature of indirect interest | N/A |
(including registered holder) | |
Note: Provide details of the circumstances giving rise to the relevant | |
interest. | |
Date of change | 15 February 2022 |
No. of securities held prior to change | 1,441,870 Fully Paid Shares of Common Stock |
(Shares) | |
4,384,083 Options | |
40,000 Chess Depositary Interests (CDIs) | |
Class | Shares and CDIs |
Number acquired | 169,901 Shares |
179,597 CDIs | |
Number disposed | Nil |
Value/Consideration | $171,254 |
Note: If consideration is non-cash, provide details and estimated | |
valuation | |
No. of securities held after change | 1,611,771 Shares |
4,384,083 Options | |
219,597 CDIs | |
- See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 1
[7623509: 31967280_1]
For personal use only
Appendix 3Y
Change of Director's Interest Notice
Nature of change | Acquired through participation in Pivotal's |
Example: on-market trade, off-market trade, exercise of options, | Institutional Entitlement Offer |
issue of securities under dividend reinvestment plan, participation in | |
buy-back | |
Part 2 - Change of director's interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.
Detail of contract | Separation Agreement between John Hoffman and Pivotal, |
amending his terms of employment with the Company. | |
Nature of interest | Agreement for the issue of options - refer details below. |
Name of registered holder | John Hoffman |
(if issued securities) | |
Date of change | 3 February 2022 (Sydney, Australia) |
No. and class of securities to which | Nil |
interest related prior to change | |
Note: Details are only required for a contract in | |
relation to which the interest has changed | |
Interest acquired | An agreement for the issue of 200,000 options to acquire |
shares of common stock under the Company's 2012 Equity | |
Incentive Plan, subject to shareholder approval at the 2022 | |
AGM. | |
Subject to shareholder approval, the options will vest over 12 | |
equal monthly instalments commencing on 1 January 2022, | |
subject to Mr Hoffman's continued employment with the | |
Company (unless terminated by the Company without | |
"cause"). Vesting of the options will accelerate in the event of | |
a change of control of the Company. | |
Interest disposed | N/A |
Value/Consideration | Subject to shareholder approval, the options will be issued to |
Note: If consideration is non-cash, provide details | Mr Hoffman for nil cash consideration as part of the revised |
and an estimated valuation | |
terms of his employment contract in connection with the | |
changes to his role and planned retirement from the Company. | |
Interest after change | An agreement for the issue of 200,000 options to acquire |
shares of common stock under the Company's 2012 Equity | |
Incentive Plan, subject to shareholder approval at the 2022 | |
AGM and on the conditions set out above. |
Part 3 - +Closed period
+ See chapter 19 for defined terms.
Appendix 3Y Page 2 | 01/01/2011 |
[7623509: 31967280_1]
For personal use only
Appendix 3Y
Change of Director's Interest Notice
Were the interests in the securities or contracts detailed | No. |
above traded during a +closed period where prior written | |
clearance was required? | |
If so, was prior written clearance provided to allow the trade | N/A |
to proceed during this period? | |
If prior written clearance was provided, on what date was this | N/A |
provided? | |
- See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 3
[7623509: 31967280_1]
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Pivotal Systems Corporation published this content on 24 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 February 2022 04:21:08 UTC.