UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)

~~Pursuant~~OF toTHE ~~Section~~SECURITIES 13EXCHANGE orACT ~~15(d)~~OF ~~of the~~1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report: ofJuly ~~1934~~9, 2019

~~Date of report~~ (Date of earliest event reported)~~: June 20, 2019~~

~~Red~~RED ~~Hat~~HAT, ~~Inc~~INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Delaware

Delaware		001-33162		06-1364380
(State of Incorporation)		(Commission File Number)		(IRS employer Identification No.)

(State or Other Jurisdiction of Incorporation)

100 East Davie Street, Raleigh, North Carolina	27601
(Address of principal executive offices)	(Zip Code)

001-33162	06-1364380
(Commission File Number)	(I.R.S. Employer Identification No.)
100 East Davie Street, Raleigh, North Carolina	27601
(Address of Principal Executive Offices)	(Zip Code)

(919) 754-3700

(Registrant’s ~~Telephone~~telephone ~~Number, Including Area Code~~number)

~~Not~~Check ~~Applicable~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (~~Former~~17 ~~Name~~CFR or230.425) ~~Former~~☐ ~~Address,~~Soliciting ifmaterial ~~Changed~~pursuant ~~Since~~to ~~Last~~Rule ~~Report~~14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading ~~Symbol(s)~~symbol		Name of each exchange on which registered
Common stock, $0.0001 par value		RHT		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~2.02. Results of Operations and Financial Condition~~Note

On ~~June 20~~July 9, 2019, International Business Machines Corporation (“IBM”) completed the acquisition of Red Hat, Inc., a Delaware corporation (“Red Hat” or the “Company”) pursuant to the terms of the previously announced ~~its~~Agreement ~~financial~~and ~~results~~Plan ~~for~~of Merger, dated as of October 28, 2018 (the ~~fiscal~~“Merger ~~first~~Agreement”), ~~quarter~~by ~~ended~~and ~~May 31~~among IBM, ~~2019~~ Red Hat and Socrates Acquisition Corp., ~~The~~a ~~full~~Delaware ~~text~~corporation and a wholly owned subsidiary of IBM (“Merger Sub”). Pursuant to the ~~press~~Merger ~~release~~Agreement, ~~issued~~Merger inSub ~~connection~~merged with and into Red Hat (the ~~announcement~~“Merger”), iswith ~~furnished~~Red asHat ~~Exhibit~~surviving ~~99.1~~the toMerger ~~this~~and ~~Current~~becoming ~~Report~~a onwholly ~~Form~~owned ~~8-K~~subsidiary of IBM.

InAt the ~~press~~effective ~~release,~~time weof ~~disclosed~~the ~~non-GAAP~~Merger ~~financial~~(the ~~information~~“Effective ~~for~~Time”), subject to the ~~three~~terms ~~months~~and ~~ended~~conditions ~~May 31~~of the Merger Agreement, ~~2019 and~~each ~~May 31~~share of common stock, ~~2018~~par value $0.0001 ~~These~~per ~~non-GAAP~~share, ~~disclosures~~of ~~include~~the ~~non-GAAP~~Company ~~revenue~~(the ~~growth~~“Company ~~rates~~Common ~~measured~~Stock”) onissued aand ~~constant~~outstanding ~~currency~~immediately ~~basis,~~prior ~~non-GAAP~~to ~~cash~~the ~~flow~~Effective ~~provided~~Time by(other ~~operations~~than (i) canceled shares, (ii) dissenting shares, and a(iii) subsidiary ~~reconciliation~~converted ofshares) ~~GAAP~~was ~~net~~converted ~~income~~into the right to ~~non-GAAP~~receive ~~adjusted~~$190.00 ~~net~~in ~~income~~cash, ~~based~~without ~~on:~~interest (the “Merger Consideration”).

•Red ~~the~~Hat’s ~~impact~~executive officers and employees hold various types of ~~non-cash~~compensatory ~~share-based~~awards ~~compensation~~with ~~expense~~respect ~~under~~to ~~FASB~~the ~~ASC~~Company ~~Section~~Common ~~718~~Stock. ~~Compensation~~Red Hat’s non-~~Stock~~employee ~~Compensation~~directors ~~("ASC~~hold ~~718")~~awards of restricted shares and ~~the~~deferred ~~related~~stock ~~discrete~~units. ~~tax~~The ~~benefit~~Merger orAgreement ~~expense;~~provides •for the ~~impact~~treatment ofwith ~~expense~~respect ~~associated~~to ~~with~~such ~~the~~awards. ~~amortization~~None of ~~intangible~~Red ~~assets~~Hat’s ~~primarily~~non-employee ~~related~~directors toor ~~business~~executive ~~combinations;~~officers •hold stock options. For additional information regarding the ~~impact~~Merger Agreement’s treatment of ~~non-cash~~these ~~interest~~compensatory ~~expense~~awards, ~~related~~deferred tostock units and stock options, please see the ~~debt~~Red ~~discount~~Hat’s ~~described~~definitive ~~below;~~proxy ~~and~~statement •on Schedule 14A filed with the ~~impact~~SEC ofon ~~transaction~~December ~~costs~~12, ~~related~~2018, towhich ~~business~~is ~~combinations~~incorporated herein by reference.

~~These~~IBM ~~non-GAAP~~acquired ~~disclosures~~all ~~should~~of ~~not~~the beissued ~~used~~and asoutstanding acommon ~~substitute~~shares ~~for~~of ~~our~~Red ~~GAAP~~Hat ~~results,~~for ~~but rather read in conjunction with our GAAP results~~$190.00 ~~The~~per ~~non-GAAP~~share ~~financial measures we disclosed and the methods we used to calculate non-GAAP results are not~~ in ~~accordance~~cash, ~~with~~representing ~~GAAP~~a ~~and~~total ~~may~~equity bevalue ~~materially~~of ~~different~~approximately ~~from~~$34 ~~the non-GAAP measures and methods used by other companies~~billion.

WeItem disclosed non-GAAP revenue growth rates for subscription revenue, training and services revenue and total revenue measured on a constant currency basis for the three months ended May 31, 2019 in an effort to provide a comparable framework for assessing how our business performed when compared to the three months ended May 31, 2018 in light of the effect of exchange rate differences2. ~~Approximately 45~~01.2% ofCompletion ~~our revenue for the three months ended May 31, 2019 was produced by sales outside the United States. The income statements~~ of ~~our~~Acquisition ~~non-U.S.~~or ~~operations~~Disposition ~~are translated into U.S. dollars using the average exchange rates for each month in an applicable period. To the extent the U.S. dollar weakens against foreign currencies, the translation~~ of ~~transactions denominated in foreign currencies results in increased revenue, as stated in U~~Assets.S. dollars, for our non-U.S. operations. Similarly, revenue, as stated in U.S. dollars, for our non-U.S. operations decreases if the U.S. dollar strengthens against foreign currencies. Using the average foreign currency exchange rates for the three months ended May 31, 2018, our subscription revenue for the three months ended May 31, 2019 would have been higher than we reported by $24.1 million, our training and services revenue for the three months ended May 31, 2019 would have been higher than we reported by $5.2 million and our total revenue for the three months ended May 31, 2019 would have been higher than we reported by $29.4 million.

WeThe ~~also~~description ~~disclosed~~contained ~~non-GAAP~~under ~~deferred revenue growth rates measured on a constant currency basis for~~ the ~~twelve~~ ~~months~~Introductory ~~ended~~Note ~~May 31,~~above ~~2019~~is ~~and~~hereby ~~revenue~~incorporated ~~growth rates~~ by ~~geographic~~reference ~~segment measured on a constant currency basis for the three months ended May 31, 2019~~ in anits ~~effort~~entirety tointo ~~provide~~this aItem comparable framework for assessing how our business performed when compared to the twelve months ended May 31, 2018 and the three months ended May 31, 2018, respectively, in light of the effect of exchange rate differences2.01.

WeThe ~~excluded~~description ~~GAAP~~of ~~share-based compensation expense and~~ the ~~related~~effects ~~discrete~~of ~~tax benefit or expense for~~ the ~~purpose~~ ofMerger ~~calculating~~Agreement ~~non-GAAP adjusted net income~~ and ~~non-GAAP~~the ~~adjusted~~transactions ~~net~~contemplated ~~income~~by ~~per~~the ~~share~~Merger ~~because~~Agreement ~~share-based~~do ~~compensation expense is a non-cash expense, which may vary significantly from period to period as a result of changes~~ not ~~directly~~purport ~~or immediately related~~ to ~~the~~be ~~particular~~complete ~~period’s~~and ~~operational~~are ~~performance.~~subject ~~For example~~to, ~~the~~and ~~amount~~qualified ~~recognized~~in ~~for~~their ~~share-based~~entirety ~~awards~~by isreference ~~directly related~~ to, the ~~underlying~~full ~~share~~text ~~price~~ of ~~our common stock as of~~ the ~~date~~Merger ~~of grant~~Agreement, which, inwas ~~the short-term,~~filed ~~may~~as ~~not~~Exhibit be2.1 ~~directly related~~ to our operational performance. Consequently, management believes that by excluding share-based compensation expense we provide an alternative and useful measure of operating performance. Management also believes that non-GAAP measures of profitability that exclude share-based compensation expense are used by a number of financial analysts in the ~~software~~Company’s ~~industry~~Form ~~to compare current performance to prior periods and to forecast future performance. Our reconciliation of GAAP net income to non~~8-~~GAAP adjusted net income includes GAAP non-cash~~K, ~~share-based~~filed ~~compensation~~with ~~expense of $50.2 million for~~ the ~~three~~Securities ~~months ended May 31, 2019~~ and ~~$46.0~~Exchange ~~million~~Commission ~~for~~on ~~the~~October ~~three months ended May 31~~29, 2018 ~~versus the~~and ~~non-GAAP~~which ~~exclusion~~is ofincorporated ~~such~~herein ~~expense~~by reference.

~~Amortization~~Item ~~expense related to intangible assets results primarily from business combinations~~3. These costs are fixed in connection with an acquisition, are then amortized over a number of years after the acquisition and generally cannot be changed or influenced by management after the acquisition01. ~~Accordingly,~~Notice ~~management generally does not consider such costs for the purpose~~ of ~~evaluating~~Delisting ~~the performance of the business~~ or ~~its~~Failure ~~managers or when making decisions~~ to ~~allocate~~Satisfy ~~resources. Management also believes that non-GAAP measures of profitability that exclude amortization expense related to intangible assets are used by~~ a ~~number~~Continued ofListing financial analysts in the software industry to compare current performance to prior periods and to forecast future performance. Our reconciliation of GAAP net income to non-GAAP adjusted net income includes GAAP non-cash amortization expense of $10.1 million for the three months ended MayRule ~~31,~~or ~~2019~~Standard; ~~and~~Transfer ~~$9.9 million for the three months ended May 31, 2018 versus the non-GAAP exclusion~~ of ~~such expense~~Listing.

WeThe ~~also~~information ~~excluded~~set ~~GAAP~~forth ~~non-cash~~under ~~interest expense relating to our 0.25% convertible senior notes issued in October 2014 for~~ the ~~purpose~~Introductory Note of ~~calculating~~this ~~non-GAAP~~Current ~~adjusted~~Report ~~net income and non-GAAP adjusted net income per share. Under GAAP, certain convertible debt instruments that may be settled in cash~~ on ~~conversion are required to be accounted for as separate liability (debt) and equity (conversion option) components in a manner that reflects the issuer’s non~~Form 8-~~convertible~~K debt borrowing rate. This results in the debt component being treated as though it was issued at a discount, with the debt discount being accreted as additional non-cash interest expense over the term of the notes using the effective interest method. As a result, management believes that excluding this non-cash interest expense from the accretion of the debt discount in calculating our non-GAAP measures is ~~useful~~incorporated because this incremental interest expense does not represent a cash outflow and is not indicative of our ongoing operational performance. Our reconciliation of GAAP net income to non-GAAP adjusted net income includes GAAP non-cash interest expense related to the debt discount of $1.5 million for the three months ended May 31, 2019 and $5.0 million for the three months ended May 31, 2018 versus the non-GAAP exclusion of such expense. Additionally, for the purpose of calculating non-GAAP adjusted net income per share, non-GAAP diluted weighted average shares outstanding excludes 1.6 million shares for the three months ended May 31, 2019 and 5.7 million shares for the three months ended May 31, 2018 from our calculation of GAAP diluted weighted average shares outstanding. We exclude these shares that are issuable upon conversions of our convertible notes because we expect that the dilution from such shares will be offset by ~~the~~reference ~~convertible note hedge transactions entered into~~ in ~~October~~this ~~2014~~Item ~~in connection with the issuance of the convertible notes~~3.01.

WeOn ~~also~~July ~~excluded~~9, ~~GAAP~~2019, ~~expense relating to costs we incurred~~ in connection with ~~business~~the ~~combinations.~~completion ~~These costs~~of ~~include~~the ~~acquisition-related charges such as transaction expenses. Significant expense can be incurred in connection with an acquisition~~Merger, ~~such~~Red asHat ~~our~~notified ~~pending~~the ~~merger~~New ~~with~~York ~~International~~Stock ~~Business~~Exchange ~~Machines Corporation~~ (the “~~IBM~~NYSE”), ~~that~~of ~~we would not have otherwise incurred in~~ the ~~periods~~consummation ~~presented as part~~ of ~~our~~the ~~continuing~~Merger ~~operations.~~and ~~Additionally,~~requested wethat dothe ~~not~~NYSE ~~acquire~~delist orthe ~~dispose~~Company ofCommon ~~businesses~~Stock onand afile ~~predictable~~with ~~cycle and~~ the ~~terms~~SEC a notification of ~~each acquisition are unique and can vary significantly~~ removal from ~~other~~ ~~acquisitions.~~listing Ason Form 25 to areport ~~result, management believes~~ that bythe ~~excluding~~Company ~~such~~Common ~~expense~~Stock wewill ~~provide~~no anlonger ~~alternative~~be ~~and~~listed ~~useful~~on ~~measure~~the ~~of operating performance~~NYSE. ~~Management~~Trading ~~also believes that non-GAAP measures~~ of ~~profitability~~the ~~that~~Company ~~exclude acquisition-related~~Common ~~charges~~Stock ~~are~~on ~~used by a number of financial analysts in~~ the ~~software~~NYSE ~~industry~~was tosuspended ~~compare current performance to~~ prior ~~periods and~~ to ~~forecast~~the ~~future~~opening ~~performance. Our reconciliation~~ of ~~GAAP~~trading ~~net~~on ~~income~~July ~~to non-GAAP adjusted net income includes GAAP acquisition-related expense of $~~9~~.9 million for the three months ended May 31~~, 2019 ~~and less than $1~~.~~0 million for the three months ended May 31, 2018 versus the non-GAAP exclusion of such expense.~~

WeRed ~~adopted~~Hat ~~ASU 2016-15:~~intends ~~Statement~~to offile ~~Cash~~with ~~Flows~~the ~~(Topic~~SEC ~~230):~~a ~~Classification~~certification ofon ~~Certain~~Form 15 ~~Cash~~under ~~Receipts and Cash Payments, which now requires us to classify~~ the ~~portion~~Securities ofExchange ~~repayments~~Act of ~~the~~1934 ~~convertible~~(“Exchange ~~notes~~Act”), ~~that~~requesting ~~is attributable to~~ the ~~debt~~termination ~~discount~~of asRed ~~a cash~~Hat's ~~outflow~~Section ~~from~~12 ~~operating~~registration ~~activities~~and ~~rather~~reporting ~~than~~obligations aunder ~~cash~~Section ~~outflow~~13 ~~from~~of ~~financing activities. As a result, we have disclosed non-GAAP net cash provided by operating activities for~~ the ~~three~~Exchange ~~months~~Act ~~ended~~and ~~May 31, 2019, which removes~~ the ~~impact~~suspension of ~~this classification~~Red asHat’s areporting ~~cash~~obligations ~~outflow~~under ~~from~~Section ~~operating activities, in an effort to provide a comparable framework for assessing how our business performed when compared to the three months ended May~~15(d) ~~31, 2018. Our reconciliation~~ of ~~GAAP net cash provided by operating activities to non-GAAP net cash provided by operating activities includes~~ the ~~portion~~Exchange ofAct, ~~repayments~~in ofeach ~~convertible~~case ~~notes~~with ~~attributable~~respect to ~~debt discount of $14.0 million for~~ the ~~three~~Company ~~months~~Common ~~ended May 31, 2019 versus the non-GAAP exclusion of such repayments~~Stock.

OnItem August 21, 2018, the Internal Revenue Service issued Notice 2018-68 providing guidance regarding amendments to Section 162(m) of the Internal Revenue Code contained in the Tax Cuts and Jobs Act that limit tax deductions for compensation granted to certain executives3. ~~As a result of this guidance, our GAAP provision for income taxes for the three months ended May 31, 2019 includes the impact of this tax deduction limitation~~03. InMaterial anModification ~~effort~~ to ~~provide~~Rights ~~a comparable framework for our non-GAAP provision for income taxes for the three months ended May 31, 2018, the calculation~~ of ~~our non-GAAP~~Security ~~provision for income taxes for the three months ended May 31, 2019 excludes $1~~Holders.~~9 million of tax expense for share-based compensation that is no longer deductible.~~

~~Additionally,~~The ~~the~~information ~~GAAP~~set ~~provision~~forth ~~for~~under ~~income taxes for~~ the ~~three~~Introductory ~~months~~Note ~~ended May 31, 2019 includes the impact~~ of ~~the~~this ~~non-deductible~~Current ~~merger~~Report ~~related costs incurred in connection with our pending merger with IBM. In an effort to reflect the impact of the non-deductible merger related costs~~ on ~~the non~~Form 8-~~GAAP~~K ~~provision~~is ~~for~~incorporated ~~income~~by ~~taxes,~~reference ~~the~~in ~~calculation~~this ~~of our~~Item ~~non-GAAP provision for income taxes for the three months ended May 31, 2019 excludes $0~~3.~~6 million of tax expense for non-deductible merger related costs~~03.

~~Management~~In ~~believes~~connection ~~that these adjusted non-GAAP results, when read in conjunction~~ with the ~~GAAP~~Merger ~~results, offer~~and aat ~~useful view of our business performance in that they provide a more consistent means of comparing performance to prior periods in light of~~ the ~~effect~~Effective ~~of exchange rate differences~~Time, ~~potential~~holders ~~variations~~of in the ~~amount~~Company ofCommon ~~expense~~Stock ~~for share-based~~immediately ~~awards~~prior ~~recognized from period~~ to ~~period~~such ~~due~~time toceased ~~changes in the price of our common stock and the related tax benefit or expense, the irregularity with which management acquires intangible assets, the non-cash interest expense related~~ to ~~the~~ ~~debt~~have ~~discount, the exclusion of~~ any ~~share~~rights ~~dilution~~as ~~that~~stockholders ~~is expected to be offset by the convertible note hedge transactions, transaction costs we incurred~~ in ~~connection~~Red ~~with~~Hat ~~business~~(other ~~combinations, our reclassification of a portion of repayments of the convertible notes that is attributable to the debt discount as a cash outflow from operating activities rather~~ than atheir ~~cash~~right ~~outflow from financing activities, changes in the deductibility of share-based compensation granted~~ to ~~certain executives~~receive ~~and~~Merger ~~the~~Consideration ~~impact~~pursuant ~~of the non-deductible merger related costs in connection with our pending merger with IBM. Management also uses non-GAAP measures as a component of its regular internal reporting~~ to ~~evaluate performance of~~ the ~~business~~terms ~~and compare it to prior performance, to make operating decisions, including internal budgeting and the calculation~~ of ~~incentive compensation, and to forecast future performance. Our disclosure of non-GAAP financial measures allows investors to evaluate~~ the ~~Company's~~Merger ~~performance using information used by management~~Agreement).

~~The information furnished pursuant to~~ Item 25.~~02 of this Form 8-K, including Exhibit 99~~01.1 ~~referenced~~Changes herein, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in ~~any~~Control ~~filing under the Securities Act~~ of ~~1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing~~Registrant.

The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 95.01. ~~Financial Statements and Exhibits~~

In connection with the Merger and at the Effective Time, a change of control of Red Hat occurred and Merger Sub has been merged with and into Red Hat, with Red Hat continuing as the surviving corporation and as a direct wholly-owned subsidiary of IBM.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Merger Agreement, and effective as of the Effective Time, each of Sohaib Abbasi, W. Steve Albrecht, Charlene T. Begley, Narendra K. Gupta, Kimberly L. Hammonds, William S. Kaiser, Kevin M. Murai, James M. Whitehurst and Alfred W. Zollar resigned from the board of directors of Red Hat.

From and after the Effective Time, until the earlier of their resignation or removal or until successors are duly elected and qualified in accordance with applicable law, (i) the directors of Merger Sub at the Effective Time shall be the directors of the surviving corporation and (ii) the officers of Red Hat at the Effective Time shall be the officers of the surviving corporation.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, Red Hat’s Fourth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws were amended and restated in their entirety to be the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the Effective Time, and are filed herewith as Exhibits 3.1 and 3.2, respectively, to this Form 8-K and are incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On July 9, 2019, Red Hat and IBM issued a joint press release announcing the completion of the acquisition. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1, is hereby furnished pursuant to this Item 7.01.

As the Merger has now closed, Red Hat will no longer hold its 2019 Annual Meeting of Stockholders scheduled for August 15, 2019.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	~~Exhibit No.~~	Description	~~Description~~
	99.1		Press Release dated June 20, 2019
2.1		Agreement and Plan of Merger, dated as of October 28, 2018, among Red Hat, Inc., International Business Machines Corporation and Socrates Acquisition Corp. (incorporated by reference to Exhibit 2.1 to IBM’s Current Report on Form 8-K filed with the SEC on October 29, 2018).
3.1		Fifth Amended and Restated Certificate of Incorporation of Red Hat
3.2		Amended and Restated Bylaws of Red Hat
99.1		Press release of IBM and Red Hat announcing completion of the Merger, dated July 9, 2019.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date:	June 20, 2019	RED HAT, INC.
Date: July 9, 2019	RED HAT, INC.
		By: /s/ ERIC R. SHANDER
	By:	/s/ Tom Savage
		Name: Eric R. Shander
		Tom Savage
		Title: Executive Vice President and Chief Financial Officer
		Assistant Secretary

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