SEC FORM 4

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

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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^*

Wilson Gerard H

(Last)

(First)

(Middle)

C/O RSA SECURITY INC.

174 MIDDLESEX TURNPIKE

(Street)

BEDFORD

01730

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RSA SECURITY INC/DE/ [ RSAS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2006

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	09/15/2006		U		8,097	D	$28	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)	$28.3333	09/15/2006		U			35,157	11/18/2000	11/18/2007	Common Stock	35,157	⁽¹⁾	0	D
Stock Option (right to buy)	$24.7667	09/15/2006		U			11,719	12/08/2000	12/08/2007	Common Stock	11,719	⁽²⁾	0	D
Stock Option (right to buy)	$13.12	09/15/2006		U			45,000	⁽³⁾	11/17/2012	Common Stock	45,000	⁽⁴⁾	0	D
Stock Option (right to buy)	$18.52	09/15/2006		U			28,125	⁽⁵⁾	09/27/2012	Common Stock	28,125	⁽⁶⁾	0	D
Stock Option (right to buy)	$12.15	09/15/2006		A		50,000		⁽⁷⁾	12/09/2012	Common Stock	50,000	$0.00	50,000	D
Stock Option (right to buy)	$12.15	09/15/2006		U			50,000	⁽⁷⁾	12/09/2012	Common Stock	50,000	⁽⁸⁾	0	D

Explanation of Responses:

1. This option was assumed by EMC Corporation pursuant to the agreement and plan of merger dated June 29, 2006 by and among the issuer, EMC Corporation and a subsidiary of EMC Corporation and was replaced with an option to purchase 85,199 shares of EMC Corporation common stock for $11.70 per share.

2. This option was assumed by EMC Corporation pursuant to the agreement and plan of merger dated June 29, 2006 by and among the issuer, EMC Corporation and a subsidiary of EMC Corporation and was replaced with an option to purchase 28,399 shares of EMC Corporation common stock for $10.22 per share.

3. This option provided for vesting with respect to 20% of its shares on November 18, 2004 and with respect to the remaining shares in 16 equal installments at the end of each three-month period thereafter. This option provided that no installment would be exercisable after the fourth anniversary of the vesting date of the installment.

4. This option was assumed by EMC Corporation pursuant to the agreement and plan of merger dated June 29, 2006 by and among the issuer, EMC Corporation and a subsidiary of EMC Corporation and was replaced with an option to purchase 109,053 shares of EMC Corporation common stock for $5.42 per share.

5. This option provided for vesting with respect to 25% of its shares on September 28, 2005 and with respect to the remaining shares in 12 equal installments at the end of each three-month period thereafter. This option provided that no installment would be exercisable after the fourth anniversary of the vesting date of the installment.

6. This option was assumed by EMC Corporation pursuant to the agreement and plan of merger dated June 29, 2006 by and among the issuer, EMC Corporation and a subsidiary of EMC Corporation and was replaced with an option to purchase 68,158 shares of EMC Corporation common stock for $7.65 per share.

7. The vesting of this option, which was granted on December 9, 2005, was based on the issuer's satisfaction of certain performance criteria for the fiscal years ending 2006, 2007 and/or 2008, subject to accelerated vesting upon a change of control of the issuer. Pursuant to the terms of the option agreement, this option became exerciseable in full upon completion of the merger of the issuer and a subsidiary of EMC Corporation on September 15, 2006.

8. This option was assumed by EMC Corporation pursuant to the agreement and plan of merger dated June 29, 2006 by and among the issuer, EMC Corporation and a subsidiary of EMC Corporation and was replaced with an option to purchase 121,170 shares of EMC Corporation common stock for $5.02 per share.

Remarks:

	/s/ Robert P. Nault, attorney in fact	09/19/2006
	** 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).
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