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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| EMC CORP 176 SOUTH STREET HOPKINTON, MA 01748-9103 |
X | |||
| /s/ Paul T. Dacier, Executive Vice President and General Counsel | 06/11/2008 | |
| **Signature of Reporting Person | Date |
| * | 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 accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 8, 2008, by and among EMC Corporation, a Massachusetts corporation ("EMC"), Emerge Merger Corporation, a Delaware corporation and a wholly owned subsidiary of EMC ( "Purchaser"), and Iomega Corporation, a Delaware corporation (the "Company"), on April 24, 2008, Purchaser commenced a cash tender offer (the "Offer") to purchase all outstanding shares of common stock, par value $0.03-1/3 per share, of the Company (the "Shares") at a price of $3.85 per share, net to the seller in cash, and subject to the terms and conditions set forth in the Offer to Purchase, dated April 24, 2008, as amended, included as an exhibit to the Tender Offer Statement on Schedule TO filed by EMC and Purchaser with the Securities and Exchange Commission (the "SEC") on April 24, 2008. |
| (2) | Following the completion of the Offer and in accordance with the Merger Agreement, on June 9, 2008, Purchaser exercised its option to purchase directly from the Company 42,046,099 Shares at a price of $3.85 per Share. |
| (3) | Pursuant to the terms of the Merger Agreement, on June 9, 2008, Purchaser merged with and into the Company (the "Merger") and each share of common stock, par value $0.01 per share, of Purchaser that was issued and outstanding immediately prior to the Merger was converted into one Share of the Company, as the surviving corporation. As a result, Purchaser may be deemed to have purchased 9,329,733 Shares in connection the consummation of the Merger. |
| (4) | On June 11, 2008, the Company filed a Form 15 with the SEC to terminate the registration of its common stock under Section 12 of the Securities Exchange Act of 1934, as amended. |
| (5) | Purchaser was a direct, wholly owned subsidiary of EMC and was the registered owner of these securities. As a result of the Merger, Purchaser's corporate existence ceased. |