0000790070-16-000297.txt : 20160908
0000790070-16-000297.hdr.sgml : 20160908
20160908171631
ACCESSION NUMBER: 0000790070-16-000297
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: GOULDEN DAVID I
CENTRAL INDEX KEY: 0001189179
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09853
FILM NUMBER: 161877089
MAIL ADDRESS:
STREET 1: 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
0001189179
GOULDEN DAVID I
EMC CORPORATION
176 SOUTH STREET
HOPKINTON
MA
01748
0
1
0
0
CEO, EMCII
Common Stock
2016-09-06
4
M
0
46977
19.11
A
929975
D
Common Stock
2016-09-06
4
F
0
38626
28.77
D
891349
D
Common Stock
2016-09-06
4
M
0
32000
19.11
A
923349
D
Common Stock
2016-09-06
4
F
0
26311
28.77
D
897038
D
Common Stock
2016-09-06
4
M
0
42609
15.18
A
939647
D
Common Stock
2016-09-06
4
F
0
31952
28.77
D
907695
D
Common Stock
2016-09-06
4
M
0
32000
15.18
A
939695
D
Common Stock
2016-09-06
4
F
0
23997
28.77
D
915698
D
Common Stock
2016-09-06
4
M
0
28000
15.31
A
943698
D
Common Stock
2016-09-06
4
F
0
21064
28.77
D
922634
D
Common Stock
2016-09-06
4
M
0
42000
15.31
A
964634
D
Common Stock
2016-09-06
4
F
0
31596
28.77
D
933038
D
Common Stock
2016-09-06
4
M
0
24000
20.47
A
957038
D
Common Stock
2016-09-06
4
F
0
20334
28.77
D
936704
D
Common Stock
2016-09-06
4
M
0
36000
20.47
A
972704
D
Common Stock
2016-09-06
4
F
0
30501
28.77
D
942203
D
Common Stock
2016-09-06
4
M
0
20539
25.04
A
962742
D
Common Stock
2016-09-06
4
F
0
19130
28.77
D
943612
D
Common Stock
2016-09-06
4
M
0
29525
25.04
A
973137
D
Common Stock
2016-09-06
4
F
0
27499
28.77
D
945638
D
Common Stock
2016-09-06
4
M
0
40216
26.80
A
985854
D
Common Stock
2016-09-06
4
F
0
38758
28.77
D
947096
D
Common Stock
2016-09-06
4
M
0
30530
26.80
A
977626
D
Common Stock
2016-09-06
4
F
0
29424
28.77
D
948202
D
Common Stock
2016-09-06
4
D
0
245674
0
D
702528
D
Common Stock
2016-09-06
4
F
0
119756
0
D
582772
D
Common Stock
2016-09-07
4
D
0
582772
0
D
0
D
Stock Option Right To Buy
19.11
2016-09-06
4
M
0
46977
D
2008-11-28
2017-11-28
Common Stock
46977
0
D
Stock Option Right To Buy
19.11
2016-09-06
4
M
0
32000
D
2008-11-28
2017-11-28
Common Stock
32000
0
D
Stock Option Right To Buy
15.18
2016-09-06
4
M
0
42609
D
2009-08-20
2018-08-20
Common Stock
42609
0
D
Stock Option Right To Buy
15.18
2016-09-06
4
M
0
32000
D
2009-08-20
2018-08-20
Common Stock
32000
0
D
Stock Option Right To Buy
15.31
2016-09-06
4
M
0
28000
D
2010-08-04
2019-08-04
Common Stock
28000
0
D
Stock Option Right To Buy
15.31
2016-09-06
4
M
0
42000
D
2010-08-04
2019-08-04
Common Stock
42000
0
D
Stock Option Right To Buy
20.47
2016-09-06
4
M
0
24000
D
2011-08-03
2020-08-03
Common Stock
24000
0
D
Stock Option Right To Buy
20.47
2016-09-06
4
M
0
36000
D
2011-08-03
2020-08-03
Common Stock
36000
0
D
Stock Option Right To Buy
25.04
2016-09-06
4
M
0
20539
D
2012-08-03
2021-08-03
Common Stock
20539
0
D
Stock Option Right To Buy
25.04
2016-09-06
4
M
0
29525
D
2012-08-03
2021-08-03
Common Stock
29525
0
D
Stock Option Right To Buy
26.80
2016-09-06
4
M
0
40216
D
2013-08-08
2022-08-08
Common Stock
40216
0
D
Stock Option Right To Buy
26.80
2016-09-06
4
M
0
30530
D
2013-08-08
2022-08-08
Common Stock
30530
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, 10,054 of these stock options were accelerated and became fully vested and exercisable on August 17, 2016.
In connection with the Merger, 6,106 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