SEC Form 4 · accession 0001127602-16-054948
Engility Holdings, Inc. · EGL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard B Harkey
Officer — VP, CAO, Corporate Controller
Period of report
Apr 15, 2016
Accepted (ET)
Jun 7, 2016 · 9:10 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001544229
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 3, 2016 | S | 4,506 | $23.16 | D | 2,608 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3 | — | Apr 15, 2016 | A | 4,685 | A | — | — | Common Stock | 4,685 | 4,685 | D |
| Restricted Stock UnitsF4 | — | Apr 15, 2016 | A | 4,685 | A | — | — | Common Stock | 4,685 | 4,685 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.05 to $23.27, inclusive. The reporting person undertakes to provide to Engility Holdings, Inc., any security holder of Engility Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4.
- F2Includes an adjustment of 3,119 shares that were inadvertently included in Mr. Harkey's beneficial ownership total on his March 24, 2015 Form 4.
- F3Reflects the annual grant of Restricted Stock Units ("RSUs") that vest over three years from the date of grant - 25% on the first anniversary, 25% on the second anniversary, and 50% on the third anniversary. Vested RSUs are settled in shares of common stock of Engility Holdings, Inc. (the "Issuer") or cash, which determination will be made at the sole discretion of the Issuer's Compensation Committee (or a subcommittee thereof).
- F4Reflects the grant of restricted stock units that cliff vest on the third anniversary of the grant date. Vested RSUs are settled in shares of common stock of Engility Holdings, Inc. (the "Issuer") or cash, which determination will be made at the sole discretion of the Issuer's Compensation Committee (or a subcommittee thereof).