SEC Form 4 · accession 0000790070-16-000307

EMC CORP · EMC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Harry L. You

Officer — EVP, Office of the Chairman

Period of report

Sep 6, 2016

Accepted (ET)

Sep 8, 2016 · 5:36 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 Stock^F1	Sep 6, 2016	M	3,350	$20.47	A	217,936	D
Common Stock^F2	Sep 6, 2016	F	2,839	$28.77	D	215,097	D
Common Stock^F1	Sep 6, 2016	M	13,693	$25.04	A	228,790	D
Common Stock^F2	Sep 6, 2016	F	12,753	$28.77	D	216,037	D
Common Stock^F1	Sep 6, 2016	M	19,684	$25.04	A	235,721	D
Common Stock^F2	Sep 6, 2016	F	18,333	$28.77	D	217,388	D
Common Stock^F1	Sep 6, 2016	M	11,171	$26.80	A	228,559	D
Common Stock^F2	Sep 6, 2016	F	10,766	$28.77	D	217,793	D
Common Stock^F1	Sep 6, 2016	M	8,481	$26.80	A	226,274	D
Common Stock^F2	Sep 6, 2016	F	8,174	$28.77	D	218,100	D
Common Stock^F1	Sep 6, 2016	M	6,650	$27.01	A	224,750	D
Common Stock^F2	Sep 6, 2016	F	6,435	$28.77	D	218,315	D
Common Stock^F1	Sep 6, 2016	M	5,049	$27.01	A	223,364	D
Common Stock^F2	Sep 6, 2016	F	4,886	$28.77	D	218,478	D
Common Stock^F3	Sep 6, 2016	F	58,840	$0.00	D	159,638	D
Common Stock^F4	Sep 7, 2016	D	159,638	$0.00	D	0	D
Common Stock^F4	Sep 7, 2016	D	78,000	$0.00	D	0	I	By Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option Right To Buy^F5	$20.47	Sep 6, 2016	M	3,350	D	Aug 3, 2011	Aug 3, 2020	Common Stock	3,350	D
Stock Option Right To Buy^F5	$25.04	Sep 6, 2016	M	13,693	D	Aug 3, 2012	Aug 3, 2021	Common Stock	13,693	D
Stock Option Right To Buy^F5	$25.04	Sep 6, 2016	M	19,684	D	Aug 3, 2012	Aug 3, 2021	Common Stock	19,684	D
Stock Option Right To Buy^F5,F6	$26.80	Sep 6, 2016	M	11,171	D	Aug 8, 2013	Aug 8, 2022	Common Stock	11,171	D
Stock Option Right To Buy^F5,F7	$26.80	Sep 6, 2016	M	8,481	D	Aug 8, 2013	Aug 8, 2022	Common Stock	8,481	D
Stock Option Right To Buy^F5,F8	$27.01	Sep 6, 2016	M	6,650	D	Aug 9, 2013	Aug 9, 2022	Common Stock	6,650	D
Stock Option Right To Buy^F5,F9	$27.01	Sep 6, 2016	M	5,049	D	Aug 9, 2013	Aug 9, 2022	Common Stock	5,049	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.
F3Shares withheld by EMC to satisfy certain taxes payable in connection with the vesting of previously awarded restricted stock units.
F4In 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.).
F5In 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").
F6In connection with the Merger, 2,792 of these stock options were accelerated and became fully vested and exercisable on August 17, 2016.
F7In connection with the Merger, 1,697 of these stock options were accelerated and became fully vested and exercisable on August 17, 2016.
F8In connection with the Merger, 1,662 of these stock options were accelerated and became fully vested and exercisable on August 17, 2016.
F9In connection with the Merger, 1,010 of these stock options were accelerated and became fully vested and exercisable on August 17, 2016.