0000790070-16-000302.txt : 20160908
0000790070-16-000302.hdr.sgml : 20160908
20160908172751
ACCESSION NUMBER: 0000790070-16-000302
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: Scannell William F
CENTRAL INDEX KEY: 0001554376
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09853
FILM NUMBER: 161877202
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
0001554376
Scannell William F
EMC CORPORATION
176 SOUTH STREET
HOPKINTON
MA
01748
0
1
0
0
President,Global Sales/Cust Op
Common Stock
2016-09-06
4
M
0
5600
15.18
A
525538
D
Common Stock
2016-09-06
4
F
0
4200
28.77
D
521338
D
Common Stock
2016-09-06
4
M
0
5200
15.31
A
526538
D
Common Stock
2016-09-06
4
F
0
3912
28.77
D
522626
D
Common Stock
2016-09-06
4
M
0
9750
15.31
A
532376
D
Common Stock
2016-09-06
4
F
0
7335
28.77
D
525041
D
Common Stock
2016-09-06
4
M
0
8804
20.47
A
533845
D
Common Stock
2016-09-06
4
F
0
7460
28.77
D
526385
D
Common Stock
2016-09-06
4
M
0
16506
20.47
A
542891
D
Common Stock
2016-09-06
4
F
0
13985
28.77
D
528906
D
Common Stock
2016-09-06
4
M
0
20539
25.04
A
549445
D
Common Stock
2016-09-06
4
F
0
19130
28.77
D
530315
D
Common Stock
2016-09-06
4
M
0
29525
25.04
A
559840
D
Common Stock
2016-09-06
4
F
0
27499
28.77
D
532341
D
Common Stock
2016-09-06
4
M
0
28598
26.80
A
560939
D
Common Stock
2016-09-06
4
F
0
27562
28.77
D
533377
D
Common Stock
2016-09-06
4
M
0
21710
26.80
A
555087
D
Common Stock
2016-09-06
4
F
0
20923
28.77
D
534164
D
Common Stock
2016-09-06
4
D
0
193659
0
D
340505
D
Common Stock
2016-09-06
4
F
0
91248
0
D
249257
D
Common Stock
2016-09-07
4
D
0
249257
0
D
0
D
Stock Option Right To Buy
15.18
2016-09-06
4
M
0
5600
D
2009-08-20
2018-08-20
Common Stock
5600
0
D
Stock Option Right To Buy
15.31
2016-09-06
4
M
0
5200
D
2010-08-04
2019-08-04
Common Stock
5200
0
D
Stock Option Right To Buy
15.31
2016-09-06
4
M
0
9750
D
2010-08-04
2019-08-04
Common Stock
9750
0
D
Stock Option Right To Buy
20.47
2016-09-06
4
M
0
8804
D
2011-08-03
2020-08-03
Common Stock
8804
0
D
Stock Option Right To Buy
20.47
2016-09-06
4
M
0
16506
D
2011-08-03
2020-08-03
Common Stock
16506
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
28598
D
2013-08-08
2022-08-08
Common Stock
28598
0
D
Stock Option Right To Buy
26.80
2016-09-06
4
M
0
21710
D
2013-08-08
2022-08-08
Common Stock
21710
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, 7,149 of these stock options were accelerated and became fully vested and exercisable on August 17, 2016.
In connection with the Merger, 4,342 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