CBLK Carbon Black Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

Carbon Black, Inc.

(Name of Subject Company)

Carbon Black, Inc.

(Name of Persons Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

14081R103

(CUSIP Number of Class of Securities)

Patrick Morley

President and Chief Executive Officer

1100 Winter Street

Waltham, MA 02451

(Name, Address and Telephone Number, including area code, of Agent For Service)

With copies to:

Kenneth Gordon, Esq.

James A. Matarese, Esq.

Blake Liggio, Esq.

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

(617) 570-1000

(Name, address, and telephone numbers of person authorized to receive notices and communications

on behalf of the persons filing statement)

x               Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

(i) On August 22, 2019, Carbon Black, Inc. (“Carbon Black”), provided the following e-communication to Carbon Black employees:

From: Patrick Morley

Subject: COMPANY CONFIDENTIAL: The Next Chapter in Our Story: VMware + Carbon Black

Team,

I am writing to deliver some exciting news. Today, Carbon Black entered into a merger agreement with VMware, who (as of moments ago) announced its intention to acquire Carbon Black in an all-cash transaction for $26 per share. This corresponds to an enterprise value of approximately $2.1 billion. More specific information concerning the terms of the deal will be discussed on VMware’s earnings call today, and you can read the press release with more details here. We will hold an all-hands meeting at 4:30 p.m. ET today to discuss the news and answer questions.

VMware has a vision to create a modern security platform for any app, running on any cloud, delivered to any device - essentially, to build security into the fabric of the compute stack. Carbon Black’s cloud-native platform, our ability to see and stop attackers by leveraging the power of our rich data and behavioral analytics, and our deep cybersecurity expertise are all truly differentiating. As a result, VMware approached Carbon Black to help deliver on this vision.

We now have a massive opportunity in front of us. We’re combining Carbon Black’s unique approach to cybersecurity and our deep industry expertise with VMware’s massive footprint and desire to invest in R&D. For scope, VMware has more than 500,000 customers and more than 70 million virtual machines around the world. The opportunity here for Carbon Black to truly disrupt the security industry — and ultimately help more customers stay safe from cyberattacks — has never been bigger.

Big news often brings the full spectrum of human emotions - excitement, curiosity, anxiety, happiness. (I’d be lying if I said I haven’t experienced this full range of emotion myself over the course of the past few weeks.) While I’m sure this will take some time for you to digest and you will have a number of questions, here’s what I’d like the takeaway to be. Our people and our products continue to make a difference in the world. YOU continue to make a difference in the world. Your belief in Carbon Black, your passion, your focus, your long hours, and your teamwork - all have resulted in a cybersecurity company that’s ready to enter the next phase.

And, most importantly, we’re going to be entering this next phase remaining together as a team. Carbon Black will exist as an independent business unit within VMware. This acquisition, once it closes, is about creating a highly differentiated, intrinsic security cloud platform. Your experience and skills are critical. The plan is to invest more aggressively in Carbon Black and leverage our combined strengths to accelerate our growth and execute our vision for our customers. We are to become VMware’s Security Business Unit, which I will lead.

While we’ve signed the definitive agreement today, the transaction is not closed, and won’t be expected to close until the second half of VMware’s fiscal year ending Jan 31, 2020, assuming the completion of the tender offer and

customary closing conditions. That means we are still operating as independent companies, and we must continue to focus on delivering to our customers and partners.

I know many of you will have questions, and over the next few days and weeks we will have a number of opportunities to go through those answers together. We’ve also set up an internal alias where you can send questions as they come up at: HRsupport@carbonblack.com.

You should be confident that I supported this acquisition because I believe in the opportunity it gives Carbon Black to continue to lead the security industry, and to fulfill our vision of keeping the world safe from cyberattacks. The vision, the culture, and the scale of VMware gives us a huge opportunity to expand our impact even further. Thank you for making Carbon Black what it is. I’m incredibly proud of this team and the company we’ve built and will continue building within VMware.  I’m excited to enter the next phase of Carbon Black’s journey with you.

(ii) On August 22, 2019, Carbon Black provided the following Q&A to employees:

Important Information and Where to Find It

The tender offer referenced in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell Carbon Black, Inc. (“Carbon Black”) securities, nor is it a substitute for the tender offer materials that VMware, Inc. (“VMware”) and its acquisition subsidiary will file with the SEC. The solicitation and offer to buy Carbon Black stock will only be made pursuant to an Offer to Purchase and related tender offer materials. At the time the tender offer is commenced, VMware and its acquisition subsidiary will file a tender offer statement on Schedule TO and thereafter Carbon Black will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. CARBON BLACK STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF CARBON BLACK SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of Carbon Black stock at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting VMware or Carbon Black. Copies of the documents filed with the SEC by Carbon Black will be available free of charge on Carbon Black’s internet website at https://investors.carbonblack.com or by contacting Carbon Black’s Investor Relations Department at (617) 393-7400. Copies of the documents filed with the SEC by VMware will be available free of charge on VMware’s internet website at https://ir.vmware.com/overview/sec-filings/default.aspx or by contacting VMware’s Investor Relations Department at (650) 427-4631.  In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, VMware and Carbon Black each file annual, quarterly and current reports and other information with the SEC. VMware’s and Carbon Black’s filings with the SEC are available to the public on the SEC’s website at http://www.sec.gov.

Forward-Looking Statements

This communication contains forward-looking information related to VMware, Carbon Black and the proposed acquisition of Carbon Black by VMware that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements in this communication include, among other things, statements about the potential benefits of the proposed acquisition, earnings dilution and accretion, and growth, VMware’s and Carbon Black’s plans, objectives, expectations and intentions, the financial condition, results of operations and business of VMware and Carbon Black, the anticipated timing of closing of the proposed acquisition and expected plans for financing the proposed acquisition. Risks and uncertainties include, among other things, risks related to the satisfaction or waiver of the conditions to closing the proposed acquisition (including the failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all, including uncertainties as to how many of Carbon Black’s stockholders will tender their shares in the tender offer and the possibility that the acquisition does not close; the possibility that competing offers may be made; risks related to obtaining the requisite consents to the acquisition, including, without limitation, the timing (including possible delays) and receipt of regulatory approvals from various governmental entities (including any conditions, limitations or restrictions placed on these approvals and the risk that one or more governmental entities may deny approval); risks related to the ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits and accretion from the proposed acquisition will not be realized or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the transaction making it more difficult to maintain business and operational relationships; negative effects of this announcement on the market price of Carbon Black’s common stock, Carbon Black’s credit ratings and/or Carbon Black’s operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed acquisition; other business effects, including the effects of industry, market, economic, political or regulatory conditions; future exchange and interest rates; changes in tax and other laws, regulations, rates and policies; future business combinations or disposals; and competitive developments.

A further description of risks and uncertainties relating to VMware and Carbon Black can be found in VMware’s Annual Report on Form 10-K for the fiscal year ended February 1, 2019 and in Carbon Black’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, respectively, and in their subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the U.S. Securities and Exchange Commission (the “SEC”) and available at www.sec.gov.

The forward-looking statements contained in the communication are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are made as of the date of this communication, are based on current expectations and are subject to uncertainties and changes in condition, significance, value and effect as well as other risks detailed in documents filed with the Securities and Exchange Commission, including Carbon Black’s most recent reports on Form 10-K and Form 10-Q and current reports on Form 8-K that we may file from time to time, which could cause actual results to vary from expectations. Carbon Black assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this communication.