SEC Form 4 · accession 0000790070-16-000301
EMC CORP · EMC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul Sagan
Director
Period of report
Sep 6, 2016
Accepted (ET)
Sep 8, 2016 · 5:26 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 | 10,000 | $17.29 | A | 85,800 | D | |
| Common StockF2 | Sep 6, 2016 | F | 6,010 | $28.77 | D | 79,790 | D | |
| Common StockF1 | Sep 6, 2016 | M | 10,000 | $12.78 | A | 89,790 | D | |
| Common StockF2 | Sep 6, 2016 | F | 4,443 | $28.77 | D | 85,347 | D | |
| Common StockF1 | Sep 6, 2016 | M | 10,000 | $19.63 | A | 95,347 | D | |
| Common StockF2 | Sep 6, 2016 | F | 6,824 | $28.77 | D | 88,523 | D | |
| Common StockF3 | Sep 7, 2016 | D | 88,523 | $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 BuyF4 | $17.29 | Sep 6, 2016 | M | 10,000 | D | May 21, 2009 | May 21, 2018 | Common Stock | 10,000 | 0 | D |
| Stock Option Right To BuyF4 | $12.78 | Sep 6, 2016 | M | 10,000 | D | May 6, 2010 | May 6, 2019 | Common Stock | 10,000 | 0 | D |
| Stock Option Right To BuyF4 | $19.63 | Sep 6, 2016 | M | 10,000 | D | Apr 29, 2011 | Apr 29, 2020 | Common Stock | 10,000 | 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, 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.).
- F4In 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").