Tucci Joseph M Form 4 EMC / JOSEPH M TUCCI ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

TUCCI JOSEPH M

(Last)

(First)

(Middle)

EMC CORPORATION

176 SOUTH STREET

(Street)

HOPKINTON

01748

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, President and CEO

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

4. If Amendment, Date of 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

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		120,000⁽¹⁾	A	$15.18	2,126,080	D
Common Stock	09/06/2016		F		89,986⁽²⁾	D	$28.77	2,036,094	D
Common Stock	09/06/2016		M		159,786⁽¹⁾	A	$15.18	2,195,880	D
Common Stock	09/06/2016		F		119,821⁽²⁾	D	$28.77	2,076,059	D
Common Stock	09/06/2016		M		100,000⁽¹⁾	A	$15.31	2,176,059	D
Common Stock	09/06/2016		F		75,228⁽²⁾	D	$28.77	2,100,831	D
Common Stock	09/06/2016		M		150,000⁽¹⁾	A	$15.31	2,250,831	D
Common Stock	09/06/2016		F		112,842⁽²⁾	D	$28.77	2,137,989	D
Common Stock	09/06/2016		M		70,000⁽¹⁾	A	$20.47	2,207,989	D
Common Stock	09/06/2016		F		59,307⁽²⁾	D	$28.77	2,148,682	D
Common Stock	09/06/2016		M		105,000⁽¹⁾	A	$20.47	2,253,682	D
Common Stock	09/06/2016		F		88,961⁽²⁾	D	$28.77	2,164,721	D
Common Stock	09/06/2016		M		61,616⁽¹⁾	A	$25.04	2,226,337	D
Common Stock	09/06/2016		F		57,387⁽²⁾	D	$28.77	2,168,950	D
Common Stock	09/06/2016		M		88,577⁽¹⁾	A	$25.04	2,257,527	D
Common Stock	09/06/2016		F		82,497⁽²⁾	D	$28.77	2,175,030	D
Common Stock	09/06/2016		M		79,082⁽¹⁾	A	$26.8	2,254,112	D
Common Stock	09/06/2016		F		76,215⁽²⁾	D	$28.77	2,177,897	D
Common Stock	09/06/2016		M		60,034⁽¹⁾	A	$26.8	2,237,931	D
Common Stock	09/06/2016		F		57,858⁽²⁾	D	$28.77	2,180,073	D
Common Stock	09/06/2016		F		235,348⁽³⁾	D	$0	1,944,725	D
Common Stock	09/07/2016		D		1,944,725	D	$0⁽⁴⁾	0	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option Right To Buy	$15.18	09/06/2016		M			120,000	08/20/2009⁽⁵⁾	08/20/2018	Common Stock	120,000	⁽⁵⁾	0	D
Stock Option Right To Buy	$15.18	09/06/2016		M			159,786	08/20/2009⁽⁵⁾	08/20/2018	Common Stock	159,786	⁽⁵⁾	0	D
Stock Option Right To Buy	$15.31	09/06/2016		M			100,000	08/04/2010⁽⁵⁾	08/04/2019	Common Stock	100,000	⁽⁵⁾	0	D
Stock Option Right To Buy	$15.31	09/06/2016		M			150,000	08/04/2010⁽⁵⁾	08/04/2019	Common Stock	150,000	⁽⁵⁾	0	D
Stock Option Right To Buy	$20.47	09/06/2016		M			70,000	08/03/2011⁽⁵⁾	08/03/2020	Common Stock	70,000	⁽⁵⁾	0	D
Stock Option Right To Buy	$20.47	09/06/2016		M			105,000	08/03/2011⁽⁵⁾	08/03/2020	Common Stock	105,000	⁽⁵⁾	0	D
Stock Option Right To Buy	$25.04	09/06/2016		M			61,616	08/03/2012⁽⁵⁾	08/03/2021	Common Stock	61,616	⁽⁵⁾	0	D
Stock Option Right To Buy	$25.04	09/06/2016		M			88,577	08/03/2012⁽⁵⁾	08/03/2021	Common Stock	88,577	⁽⁵⁾	0	D
Stock Option Right To Buy	$26.8	09/06/2016		M			79,082	08/08/2013⁽⁵⁾⁽⁶⁾	08/08/2022	Common Stock	79,082	⁽⁵⁾	0	D
Stock Option Right To Buy	$26.8	09/06/2016		M			60,034	08/08/2013⁽⁵⁾⁽⁷⁾	08/08/2022	Common Stock	60,034	⁽⁵⁾	0	D

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, 19,770 of these stock options were accelerated and became fully vested and exercisable on August 17, 2016.

7. In connection with the Merger, 12,007 of these stock options were accelerated and became fully vested and exercisable on August 17, 2016.

Remarks:

	/s/Barbara E. Coluci, Attorney In Fact	09/08/2016
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Tucci Joseph M Form 4EMC / JOSEPH M TUCCI ownership change