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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:		3235-0287
Expires:	February 28, 2011
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^*

COVIELLO ARTHUR W JR

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

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		D		835,002	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)	$19.875	09/15/2006		D			4,311	10/13/2000	10/13/2007	Common Stock	4,311	^{( 1 )}	0	D
Stock Option (right to buy)	$4.04	09/15/2006		D			49,504	09/15/2006 ^{( 2 )}	07/21/2010	Common Stock	49,504	^{( 3 )}	0	D
Stock Option (right to buy)	$13.12	09/15/2006		D			135,000	09/15/2006 ^{( 2 )}	11/17/2012	Common Stock	135,000	^{( 4 )}	0	D
Stock Option (right to buy)	$18.52	09/15/2006		D			140,625	09/15/2006 ^{( 2 )}	09/27/2012	Common Stock	140,625	^{( 5 )}	0	D
Stock Option (right to buy)	$12.15	09/15/2006		A		100,000		09/15/2006 ^{( 6 )}	12/09/2012	Common Stock	100,000	$0	100,000	D
Stock Option (right to buy)	$12.15	09/15/2006		D			100,000	09/15/2006 ^{( 6 )}	12/09/2012	Common Stock	100,000	^{( 7 )}	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 10,447 shares of EMC Corporation common stock for $8.21 per share.

2. Pursuant to the terms of Mr. Coviello's employment agreement with the issuer, this option became exerciseable in full upon completion of the merger of the issuer and a subsidiary of EMC Corporation on September 15, 2006.

3. 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 119,968 shares of EMC Corporation common stock for $1.67 per share.

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 327,159 shares of EMC Corporation common stock for $5.42 per share.

5. 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 340,791 shares of EMC Corporation common stock for $7.65 per share.

6. 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.

7. 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 340,791 shares of EMC Corporation common stock for $7.65 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).
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.