SEC Form 4 · accession 0000790070-16-000291
EMC CORP · EMC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Denis Cashman
Officer — CFO and CAO
Period of report
Sep 6, 2016
Accepted (ET)
Sep 8, 2016 · 5:02 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000790070
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 6, 2016 | M | 105,000 | $19.11 | A | 448,667 | D | |
| Common StockF2 | Sep 6, 2016 | F | 86,333 | $28.77 | D | 362,334 | D | |
| Common StockF3 | Sep 6, 2016 | D | 100,132 | $0.00 | D | 262,202 | D | |
| Common StockF4 | Sep 6, 2016 | F | 6,145 | $0.00 | D | 256,057 | D | |
| Common StockF5 | Sep 6, 2016 | F | 50,304 | $0.00 | D | 205,753 | D | |
| Common StockF6 | Sep 7, 2016 | D | 205,753 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option Right To BuyF7 | $19.11 | Sep 6, 2016 | M | 105,000 | D | Nov 28, 2008 | Nov 28, 2017 | Common Stock | 105,000 | 0 | D |
Explanation of responses
- F1In connection with the merger (the "Merger") of Universal Acquisition Co. with and into EMC Corporation on September 7, 2016, these shares were acquired pursuant to the automatic net exercise of stock options occurring immediately prior to 11:59 p.m., New York City time on September 6, 2016 (the "Vesting Effective Time").
- F2Consists of shares withheld by EMC to satisfy the applicable exercise price upon exercise of options and associated tax withholding obligations related to the automatic net exercise of options immediately prior to the Vesting Effective Time described in footnote 1 above.
- F3In connection with the Merger, these restricted stock units (the "EMC RSUs") were cancelled in exchange for a deferred cash award (the "Deferred Cash Award") and options (the "Rollover Options") to purchase shares of Class C common stock of Denali Holding Inc. (the "Class C Shares"). Each Deferred Cash Award has a cash value equal to the closing price of a share of EMC common stock on the last trading day prior to the Closing. The Deferred Cash Awards maintain the existing time-based vesting schedule that applied to the cancelled EMC RSUs, with any performance-vesting condition deemed satisfied at the target level of performance at the Closing. The Rollover Options will be granted as soon as practicable following the closing of the Merger, and will have a three-year term and a per share exercise price equal to the fair market value of a Class C Share on the date of grant. Each Rollover Option will vest and become exercisable on the same schedule as the Deferred Cash Award to which it relates.
- F4Shares withheld by EMC to satisfy certain taxes payable in connection with the vesting of previously awarded shares of restricted stock.
- F5Shares withheld by EMC to satisfy certain taxes payable in connection with the vesting of previously awarded restricted stock units.
- F6In connection with the Merger, at the effective time of the Merger, each outstanding share of EMC Corporation common stock beneficially owned by the reporting person was automatically canceled and converted into the right to receive (i) $24.05 in cash and (ii) 0.11146 of a share of Class V Common Stock of Dell Technologies Inc. (f/k/a Denali Holding Inc.).
- F7In connection with the merger (the "Merger") of Universal Acquisition Co. with and into EMC Corporation on September 7, 2016, these stock options were automatically net exercised immediately prior to 11:59 p.m., New York City time on September 6, 2016 (the "Vesting Effective Time").