0000790070-16-000289.txt : 20160908 0000790070-16-000289.hdr.sgml : 20160908 20160908165909 ACCESSION NUMBER: 0000790070-16-000289 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160906 FILED AS OF DATE: 20160908 DATE AS OF CHANGE: 20160908 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EMC CORP CENTRAL INDEX KEY: 0000790070 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 042680009 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 176 SOUTH STREET CITY: HOPKINTON STATE: MA ZIP: 01748-9103 BUSINESS PHONE: 5082937208 MAIL ADDRESS: STREET 1: 176 SOUTH STREET CITY: HOPKINTON STATE: MA ZIP: 01748-9103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BURTON JEREMY CENTRAL INDEX KEY: 0001234281 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09853 FILM NUMBER: 161876861 MAIL ADDRESS: STREET 1: EMC CORPORATION STREET 2: 176 SOUTH STREET CITY: HOPKINTON STATE: MA ZIP: 01748 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-09-06 1 0000790070 EMC CORP EMC 0001234281 BURTON JEREMY EMC CORPORATION 176 SOUTH STREET HOPKINTON MA 01748 0 1 0 0 President, Prod & Marketing Common Stock 2016-09-06 4 M 0 20000 19.55 A 530925 D Common Stock 2016-09-06 4 F 0 16935 28.77 D 513990 D Common Stock 2016-09-06 4 M 0 4500 20.47 A 518490 D Common Stock 2016-09-06 4 F 0 3880 28.77 D 514610 D Common Stock 2016-09-06 4 M 0 2400 20.47 A 517010 D Common Stock 2016-09-06 4 F 0 2069 28.77 D 514941 D Common Stock 2016-09-06 4 M 0 15977 25.04 A 530918 D Common Stock 2016-09-06 4 F 0 14987 28.77 D 515931 D Common Stock 2016-09-06 4 M 0 11483 25.04 A 527414 D Common Stock 2016-09-06 4 F 0 10772 28.77 D 516642 D Common Stock 2016-09-06 4 M 0 23236 26.80 A 539878 D Common Stock 2016-09-06 4 F 0 22476 28.77 D 517402 D Common Stock 2016-09-06 4 M 0 17640 26.80 A 535042 D Common Stock 2016-09-06 4 F 0 17063 28.77 D 517979 D Common Stock 2016-09-06 4 D 0 176905 0 D 341074 D Common Stock 2016-09-06 4 F 0 102570 0 D 238504 D Common Stock 2016-09-07 4 D 0 238504 0 D 0 D Stock Option Right To Buy 19.55 2016-09-06 4 M 0 20000 D 2011-04-28 2020-04-28 Common Stock 20000 0 D Stock Option Right To Buy 20.47 2016-09-06 4 M 0 4500 D 2011-08-03 2020-08-03 Common Stock 4500 0 D Stock Option Right To Buy 20.47 2016-09-06 4 M 0 2400 D 2011-08-03 2020-08-03 Common Stock 2400 0 D Stock Option Right To Buy 25.04 2016-09-06 4 M 0 15977 D 2012-08-03 2021-08-03 Common Stock 15977 0 D Stock Option Right To Buy 25.04 2016-09-06 4 M 0 11483 D 2012-08-03 2021-08-03 Common Stock 11483 0 D Stock Option Right To Buy 26.80 2016-09-06 4 M 0 23236 D 2013-08-08 2022-08-08 Common Stock 23236 0 D Stock Option Right To Buy 26.80 2016-09-06 4 M 0 17640 D 2013-08-08 2022-08-08 Common Stock 17640 0 D In 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"). Consists 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. In 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. Shares withheld by EMC to satisfy certain taxes payable in connection with the vesting of previously awarded restricted stock units. In 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.). In 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"). In connection with the Merger, 5,809 of these stock options were accelerated and became fully vested and exercisable on August 17, 2016. In connection with the Merger, 3,528 of these stock options were accelerated and became fully vested and exercisable on August 17, 2016. /s/Barbara E. Coluci, Attorney In Fact 2016-09-08