Sec Form 4 Filing - You Harry L. @ EMC CORP - 2016-09-06

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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The following is an SEC EDGAR document rendered as filed.
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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
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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1. Name and Address of Reporting Person *
You Harry L.
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)
EVP, Office of the Chairman
(Last)
(First)
(Middle)
EMC CORPORATION, 176 SOUTH STREET
3. Date of Earliest Transaction (MM/DD/YY)
09/06/2016
(Street)
HOPKINTON, MA01748
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 09/06/2016 M 3,350 ( 1 ) A $ 20.47 217,936 D
Common Stock 09/06/2016 F 2,839 ( 2 ) D $ 28.77 215,097 D
Common Stock 09/06/2016 M 13,693 ( 1 ) A $ 25.04 228,790 D
Common Stock 09/06/2016 F 12,753 ( 2 ) D $ 28.77 216,037 D
Common Stock 09/06/2016 M 19,684 ( 1 ) A $ 25.04 235,721 D
Common Stock 09/06/2016 F 18,333 ( 2 ) D $ 28.77 217,388 D
Common Stock 09/06/2016 M 11,171 ( 1 ) A $ 26.8 228,559 D
Common Stock 09/06/2016 F 10,766 ( 2 ) D $ 28.77 217,793 D
Common Stock 09/06/2016 M 8,481 ( 1 ) A $ 26.8 226,274 D
Common Stock 09/06/2016 F 8,174 ( 2 ) D $ 28.77 218,100 D
Common Stock 09/06/2016 M 6,650 ( 1 ) A $ 27.01 224,750 D
Common Stock 09/06/2016 F 6,435 ( 2 ) D $ 28.77 218,315 D
Common Stock 09/06/2016 M 5,049 ( 1 ) A $ 27.01 223,364 D
Common Stock 09/06/2016 F 4,886 ( 2 ) D $ 28.77 218,478 D
Common Stock 09/06/2016 F 58,840 ( 3 ) D $ 0 159,638 D
Common Stock 09/07/2016 D 159,638 D $ 0 ( 4 ) 0 D
Common Stock 09/07/2016 D 78,000 D $ 0 ( 4 ) 0 I By Trust
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option Right To Buy $ 20.47 09/06/2016 M 3,350 08/03/2011( 5 ) 08/03/2020 Common Stock 3,350 ( 5 ) 0 D
Stock Option Right To Buy $ 25.04 09/06/2016 M 13,693 08/03/2012( 5 ) 08/03/2021 Common Stock 13,693 ( 5 ) 0 D
Stock Option Right To Buy $ 25.04 09/06/2016 M 19,684 08/03/2012( 5 ) 08/03/2021 Common Stock 19,684 ( 5 ) 0 D
Stock Option Right To Buy $ 26.8 09/06/2016 M 11,171 08/08/2013( 5 )( 6 ) 08/08/2022 Common Stock 11,171 ( 5 ) 0 D
Stock Option Right To Buy $ 26.8 09/06/2016 M 8,481 08/08/2013( 5 )( 7 ) 08/08/2022 Common Stock 8,481 ( 5 ) 0 D
Stock Option Right To Buy $ 27.01 09/06/2016 M 6,650 08/09/2013( 5 )( 8 ) 08/09/2022 Common Stock 6,650 ( 5 ) 0 D
Stock Option Right To Buy $ 27.01 09/06/2016 M 5,049 08/09/2013( 5 )( 9 ) 08/09/2022 Common Stock 5,049 ( 5 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
You Harry L.
EMC CORPORATION
176 SOUTH STREET
HOPKINTON, MA01748
EVP, Office of the Chairman
Signatures
/s/Barbara E. Coluci, Attorney In Fact 09/08/2016
** Signature of Reporting Person Date
Explanation of Responses:
( 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 )Shares withheld by EMC to satisfy certain taxes payable in connection with the vesting of previously awarded restricted stock units.
( 4 )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.).
( 5 )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").
( 6 )In connection with the Merger, 2,792 of these stock options were accelerated and became fully vested and exercisable on August 17, 2016.
( 7 )In connection with the Merger, 1,697 of these stock options were accelerated and became fully vested and exercisable on August 17, 2016.
( 8 )In connection with the Merger, 1,662 of these stock options were accelerated and became fully vested and exercisable on August 17, 2016.
( 9 )In connection with the Merger, 1,010 of these stock options were accelerated and became fully vested and exercisable on August 17, 2016.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

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