Edgar Filing: EMC CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GOULDEN DAVID I

2. Issuer Name and Ticker or Trading Symbol
EMC CORP [EMC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CEO, EMCII

(Last)

(First)

(Middle)

EMC CORPORATION, 176 SOUTH STREET

3. Date of Earliest Transaction (Month/Day/Year)
09/06/2016

(Street)

HOPKINTON, MA 01748

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/06/2016		M		46,977 ⁽¹⁾	A	$ 19.11	929,975	D
Common Stock	09/06/2016		F		38,626 ⁽²⁾	D	$ 28.77	891,349	D
Common Stock	09/06/2016		M		32,000 ⁽¹⁾	A	$ 19.11	923,349	D
Common Stock	09/06/2016		F		26,311 ⁽²⁾	D	$ 28.77	897,038	D
Common Stock	09/06/2016		M		42,609 ⁽¹⁾	A	$ 15.18	939,647	D
Common Stock	09/06/2016		F		31,952 ⁽²⁾	D	$ 28.77	907,695	D
Common Stock	09/06/2016		M		32,000 ⁽¹⁾	A	$ 15.18	939,695	D
Common Stock	09/06/2016		F		23,997 ⁽²⁾	D	$ 28.77	915,698	D
Common Stock	09/06/2016		M		28,000 ⁽¹⁾	A	$ 15.31	943,698	D
Common Stock	09/06/2016		F		21,064 ⁽²⁾	D	$ 28.77	922,634	D
Common Stock	09/06/2016		M		42,000 ⁽¹⁾	A	$ 15.31	964,634	D
Common Stock	09/06/2016		F		31,596 ⁽²⁾	D	$ 28.77	933,038	D
Common Stock	09/06/2016		M		24,000 ⁽¹⁾	A	$ 20.47	957,038	D
Common Stock	09/06/2016		F		20,334 ⁽²⁾	D	$ 28.77	936,704	D
Common Stock	09/06/2016		M		36,000 ⁽¹⁾	A	$ 20.47	972,704	D
Common Stock	09/06/2016		F		30,501 ⁽²⁾	D	$ 28.77	942,203	D
Common Stock	09/06/2016		M		20,539 ⁽¹⁾	A	$ 25.04	962,742	D
Common Stock	09/06/2016		F		19,130 ⁽²⁾	D	$ 28.77	943,612	D
Common Stock	09/06/2016		M		29,525 ⁽¹⁾	A	$ 25.04	973,137	D
Common Stock	09/06/2016		F		27,499 ⁽²⁾	D	$ 28.77	945,638	D
Common Stock	09/06/2016		M		40,216 ⁽¹⁾	A	$ 26.8	985,854	D
Common Stock	09/06/2016		F		38,758 ⁽²⁾	D	$ 28.77	947,096	D
Common Stock	09/06/2016		M		30,530 ⁽¹⁾	A	$ 26.8	977,626	D
Common Stock	09/06/2016		F		29,424 ⁽²⁾	D	$ 28.77	948,202	D
Common Stock	09/06/2016		D		245,674	D	$ 0 ⁽³⁾	702,528	D
Common Stock	09/06/2016		F		119,756 ⁽⁴⁾	D	$ 0	582,772	D
Common Stock	09/07/2016		D		582,772	D	$ 0 ⁽⁵⁾	0	D

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option Right To Buy

$ 19.11

09/06/2016

46,977

11/28/2008⁽⁶⁾

11/28/2017

Common Stock

46,977

⁽⁶⁾

Stock Option Right To Buy

$ 19.11

09/06/2016

32,000

11/28/2008⁽⁶⁾

11/28/2017

Common Stock

32,000

⁽⁶⁾

Stock Option Right To Buy

$ 15.18

09/06/2016

42,609

08/20/2009⁽⁶⁾

08/20/2018

Common Stock

42,609

⁽⁶⁾

Stock Option Right To Buy

$ 15.18

09/06/2016

32,000

08/20/2009⁽⁶⁾

08/20/2018

Common Stock

32,000

⁽⁶⁾

Stock Option Right To Buy

$ 15.31

09/06/2016

28,000

08/04/2010⁽⁶⁾

08/04/2019

Common Stock

28,000

⁽⁶⁾

Stock Option Right To Buy

$ 15.31

09/06/2016

42,000

08/04/2010⁽⁶⁾

08/04/2019

Common Stock

42,000

⁽⁶⁾

Stock Option Right To Buy

$ 20.47

09/06/2016

24,000

08/03/2011⁽⁶⁾

08/03/2020

Common Stock

24,000

⁽⁶⁾

Stock Option Right To Buy

$ 20.47

09/06/2016

36,000

08/03/2011⁽⁶⁾

08/03/2020

Common Stock

36,000

⁽⁶⁾

Stock Option Right To Buy

$ 25.04

09/06/2016

20,539

08/03/2012⁽⁶⁾

08/03/2021

Common Stock

20,539

⁽⁶⁾

Stock Option Right To Buy

$ 25.04

09/06/2016

29,525

08/03/2012⁽⁶⁾

08/03/2021

Common Stock

29,525

⁽⁶⁾

Stock Option Right To Buy

$ 26.8

09/06/2016

40,216

08/08/2013⁽⁶⁾⁽⁷⁾

08/08/2022

Common Stock

40,216

⁽⁶⁾

Stock Option Right To Buy

$ 26.8

09/06/2016

30,530

08/08/2013⁽⁶⁾⁽⁸⁾

08/08/2022

Common Stock

30,530

⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GOULDEN DAVID I EMC CORPORATION 176 SOUTH STREET HOPKINTON, MA 01748			CEO, EMCII

Signatures

/s/Barbara E. Coluci, Attorney In Fact		09/08/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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, 10,054 of these stock options were accelerated and became fully vested and exercisable on August 17, 2016.
(8)	In connection with the Merger, 6,106 of these stock options were accelerated and became fully vested and exercisable on August 17, 2016.

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