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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option Right To Buy | $ 19.55 | 09/06/2016 | M | 20,000 | 04/28/2011(6) | 04/28/2020 | Common Stock | 20,000 | (6) | 0 | D | ||||
| Stock Option Right To Buy | $ 20.47 | 09/06/2016 | M | 4,500 | 08/03/2011(6) | 08/03/2020 | Common Stock | 4,500 | (6) | 0 | D | ||||
| Stock Option Right To Buy | $ 20.47 | 09/06/2016 | M | 2,400 | 08/03/2011(6) | 08/03/2020 | Common Stock | 2,400 | (6) | 0 | D | ||||
| Stock Option Right To Buy | $ 25.04 | 09/06/2016 | M | 15,977 | 08/03/2012(6) | 08/03/2021 | Common Stock | 15,977 | (6) | 0 | D | ||||
| Stock Option Right To Buy | $ 25.04 | 09/06/2016 | M | 11,483 | 08/03/2012(6) | 08/03/2021 | Common Stock | 11,483 | (6) | 0 | D | ||||
| Stock Option Right To Buy | $ 26.8 | 09/06/2016 | M | 23,236 | 08/08/2013(6)(7) | 08/08/2022 | Common Stock | 23,236 | (6) | 0 | D | ||||
| Stock Option Right To Buy | $ 26.8 | 09/06/2016 | M | 17,640 | 08/08/2013(6)(8) | 08/08/2022 | Common Stock | 17,640 | (6) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BURTON JEREMY EMC CORPORATION 176 SOUTH STREET HOPKINTON, MA 01748 |
President, Prod & Marketing | |||
| /s/Barbara E. Coluci, Attorney In Fact | 09/08/2016 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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"). |
| (2) | 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. |
| (3) | 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. |
| (4) | Shares withheld by EMC to satisfy certain taxes payable in connection with the vesting of previously awarded restricted stock units. |
| (5) | 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.). |
| (6) | 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"). |
| (7) | In connection with the Merger, 5,809 of these stock options were accelerated and became fully vested and exercisable on August 17, 2016. |
| (8) | In connection with the Merger, 3,528 of these stock options were accelerated and became fully vested and exercisable on August 17, 2016. |