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You Harry L. – ‘4’ for 9/6/16 re: Emc Corp.

On:  Thursday, 9/8/16, at 5:36pm ET   ·   For:  9/6/16   ·   Accession #:  790070-16-307   ·   File #:  1-09853

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/08/16  You Harry L.                      4                      1:31K  Emc Corp.                         Emc Corp.

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      3K 
                Securities by an Insider -- edgar.xml/3.6


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
EDGAR System rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
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 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

(Print or Type Responses)
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 (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)
Code V Amount (A) or (D) Price
Common Stock09/06/2016   M   3,350 (1)A $20.47217,936D  
Common Stock09/06/2016   F   2,839 (2)D $28.77215,097D  
Common Stock09/06/2016   M   13,693 (1)A $25.04228,790D  
Common Stock09/06/2016   F   12,753 (2)D $28.77216,037D  
Common Stock09/06/2016   M   19,684 (1)A $25.04235,721D  
Common Stock09/06/2016   F   18,333 (2)D $28.77217,388D  
Common Stock09/06/2016   M   11,171 (1)A $26.8228,559D  
Common Stock09/06/2016   F   10,766 (2)D $28.77217,793D  
Common Stock09/06/2016   M   8,481 (1)A $26.8226,274D  
Common Stock09/06/2016   F   8,174 (2)D $28.77218,100D  
Common Stock09/06/2016   M   6,650 (1)A $27.01224,750D  
Common Stock09/06/2016   F   6,435 (2)D $28.77218,315D  
Common Stock09/06/2016   M   5,049 (1)A $27.01223,364D  
Common Stock09/06/2016   F   4,886 (2)D $28.77218,478D  
Common Stock09/06/2016   F   58,840 (3)D $ 0 159,638D  
Common Stock09/07/2016   D   159,638D $ 0 (4) 0 D  
Common Stock09/07/2016   D   78,000D $ 0 (4) 0 IBy Trust

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option Right To Buy $20.4709/06/2016   M     3,35008/03/2011 (5)08/03/2020Common Stock3,350 (5) 0 D  
Stock Option Right To Buy $25.0409/06/2016   M     13,69308/03/2012 (5)08/03/2021Common Stock13,693 (5) 0 D  
Stock Option Right To Buy $25.0409/06/2016   M     19,68408/03/2012 (5)08/03/2021Common Stock19,684 (5) 0 D  
Stock Option Right To Buy $26.809/06/2016   M     11,17108/08/2013 (5) (6)08/08/2022Common Stock11,171 (5) 0 D  
Stock Option Right To Buy $26.809/06/2016   M     8,48108/08/2013 (5) (7)08/08/2022Common Stock8,481 (5) 0 D  
Stock Option Right To Buy $27.0109/06/2016   M     6,65008/09/2013 (5) (8)08/09/2022Common Stock6,650 (5) 0 D  
Stock Option Right To Buy $27.0109/06/2016   M     5,04908/09/2013 (5) (9)08/09/2022Common Stock5,049 (5) 0 D  

Reporting Owners

Reporting Owner Name / AddressRelationships
 Director 10% Owner Officer Other
You Harry L.
EMC CORPORATION
176 SOUTH STREET
HOPKINTON, MA 01748		      EVP, Office of the Chairman  

Signatures

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

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)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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

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