X0306 4 2016-09-06 1 0000790070 EMC CORP EMC 0001189179 GOULDEN DAVID I EMC CORPORATION 176 SOUTH STREET HOPKINTON MA 01748 0 1 0 0 CEO, EMCII Common Stock 2016-09-06 4 M 0 46977 19.11 A 929975 D Common Stock 2016-09-06 4 F 0 38626 28.77 D 891349 D Common Stock 2016-09-06 4 M 0 32000 19.11 A 923349 D Common Stock 2016-09-06 4 F 0 26311 28.77 D 897038 D Common Stock 2016-09-06 4 M 0 42609 15.18 A 939647 D Common Stock 2016-09-06 4 F 0 31952 28.77 D 907695 D Common Stock 2016-09-06 4 M 0 32000 15.18 A 939695 D Common Stock 2016-09-06 4 F 0 23997 28.77 D 915698 D Common Stock 2016-09-06 4 M 0 28000 15.31 A 943698 D Common Stock 2016-09-06 4 F 0 21064 28.77 D 922634 D Common Stock 2016-09-06 4 M 0 42000 15.31 A 964634 D Common Stock 2016-09-06 4 F 0 31596 28.77 D 933038 D Common Stock 2016-09-06 4 M 0 24000 20.47 A 957038 D Common Stock 2016-09-06 4 F 0 20334 28.77 D 936704 D Common Stock 2016-09-06 4 M 0 36000 20.47 A 972704 D Common Stock 2016-09-06 4 F 0 30501 28.77 D 942203 D Common Stock 2016-09-06 4 M 0 20539 25.04 A 962742 D Common Stock 2016-09-06 4 F 0 19130 28.77 D 943612 D Common Stock 2016-09-06 4 M 0 29525 25.04 A 973137 D Common Stock 2016-09-06 4 F 0 27499 28.77 D 945638 D Common Stock 2016-09-06 4 M 0 40216 26.80 A 985854 D Common Stock 2016-09-06 4 F 0 38758 28.77 D 947096 D Common Stock 2016-09-06 4 M 0 30530 26.80 A 977626 D Common Stock 2016-09-06 4 F 0 29424 28.77 D 948202 D Common Stock 2016-09-06 4 D 0 245674 0 D 702528 D Common Stock 2016-09-06 4 F 0 119756 0 D 582772 D Common Stock 2016-09-07 4 D 0 582772 0 D 0 D Stock Option Right To Buy 19.11 2016-09-06 4 M 0 46977 D 2008-11-28 2017-11-28 Common Stock 46977 0 D Stock Option Right To Buy 19.11 2016-09-06 4 M 0 32000 D 2008-11-28 2017-11-28 Common Stock 32000 0 D Stock Option Right To Buy 15.18 2016-09-06 4 M 0 42609 D 2009-08-20 2018-08-20 Common Stock 42609 0 D Stock Option Right To Buy 15.18 2016-09-06 4 M 0 32000 D 2009-08-20 2018-08-20 Common Stock 32000 0 D Stock Option Right To Buy 15.31 2016-09-06 4 M 0 28000 D 2010-08-04 2019-08-04 Common Stock 28000 0 D Stock Option Right To Buy 15.31 2016-09-06 4 M 0 42000 D 2010-08-04 2019-08-04 Common Stock 42000 0 D Stock Option Right To Buy 20.47 2016-09-06 4 M 0 24000 D 2011-08-03 2020-08-03 Common Stock 24000 0 D Stock Option Right To Buy 20.47 2016-09-06 4 M 0 36000 D 2011-08-03 2020-08-03 Common Stock 36000 0 D Stock Option Right To Buy 25.04 2016-09-06 4 M 0 20539 D 2012-08-03 2021-08-03 Common Stock 20539 0 D Stock Option Right To Buy 25.04 2016-09-06 4 M 0 29525 D 2012-08-03 2021-08-03 Common Stock 29525 0 D Stock Option Right To Buy 26.80 2016-09-06 4 M 0 40216 D 2013-08-08 2022-08-08 Common Stock 40216 0 D Stock Option Right To Buy 26.80 2016-09-06 4 M 0 30530 D 2013-08-08 2022-08-08 Common Stock 30530 0 D 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"). 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. 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. Shares withheld by EMC to satisfy certain taxes payable in connection with the vesting of previously awarded restricted stock units. 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.). 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"). In connection with the Merger, 10,054 of these stock options were accelerated and became fully vested and exercisable on August 17, 2016. In connection with the Merger, 6,106 of these stock options were accelerated and became fully vested and exercisable on August 17, 2016. /s/Barbara E. Coluci, Attorney In Fact 2016-09-08