SEC Form 4 · accession 0001127602-15-012240
Engility Holdings, Inc. · EGL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anthony Principi
Director
Period of report
Mar 18, 2015
Accepted (ET)
Mar 20, 2015 · 7:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001544229
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | — | Mar 18, 2015 | A | 177 | A | — | — | Common Stock | 177 | 177 | D |
Explanation of responses
- F1Represents an interim grant of restricted stock units ("RSUs") that vests on the earliest of (i) the first anniversary of the grant date (or if earlier, the date of Engility Holdings, Inc.'s (the "Issuer") first regular annual meeting of stockholders held after the grant date), (ii) the termination of the Reporting Person's service as a director of the Issuer by reason of death or permanent disability or (iii) a change in control of the Issuer. Vested RSUs do not convert into shares of common stock of the Issuer or cash, which determination will be made at the sole discretion of the Issuer's Compensation Committee (or a subcommittee thereof), until the earlier of (i) the date on which the Reporting Person ceases to be a director of the Issuer or (ii) the occurrence of a change in control of the Issuer that constitutes a "Section 409A Change in Control Event" (as defined in applicable Treasury regulations).
Remarks
On February 26, 2015, Engility Holdings, Inc. (f/k/a New East Holdings, Inc.) ("New Engility") became the successor of Engility Holdings, Inc. ("Engility") pursuant to the merger of Engility with and into New Engility, with New Engility continuing as the surviving corporation in the merger and changing its name to "Engility Holdings, Inc." (the "Engility Merger"). The Engility Merger did not alter the proportionate interests of existing Engility security holders.