SEC Form 4 · accession 0001127602-18-037327

Engility Holdings, Inc. · EGL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chairman, President & CEO · Director

Period of report

Dec 21, 2018

Accepted (ET)

Dec 26, 2018 · 4:00 pm EST

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
Common Stock^F1,F2	Dec 21, 2018	M	81,803	—	A	153,267	D
Common Stock^F3	Dec 21, 2018	F	36,894	$27.18	D	116,373	D
Common Stock^F1	Dec 21, 2018	M	57,610	—	A	173,983	D
Common Stock^F3	Dec 21, 2018	F	25,983	$27.18	D	148,000	D
Common Stock^F1	Dec 21, 2018	M	137,442	—	A	285,442	D
Common Stock^F3	Dec 21, 2018	F	61,987	$27.18	D	223,455	D
Common Stock^F4	Dec 21, 2018	M	27,268	—	A	250,723	D
Common Stock^F5	Dec 21, 2018	F	12,298	$27.18	D	238,425	D
Common Stock^F6	Dec 21, 2018	M	21,337	—	A	259,762	D
Common Stock^F5	Dec 21, 2018	F	9,623	$27.18	D	250,139	D
Common Stock^F6	Dec 21, 2018	M	39,838	—	A	289,977	D
Common Stock^F5	Dec 21, 2018	F	17,967	$27.18	D	272,010	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Performance Units^F1	—	Dec 21, 2018	M	81,803	D	—	—	Common Stock	81,803	D
Performance Units^F1	—	Dec 21, 2018	M	57,610	D	—	—	Common Stock	57,610	D
Performance Units^F1	—	Dec 21, 2018	M	137,442	D	—	—	Common Stock	137,442	D
Restricted Stock Units^F4	—	Dec 21, 2018	M	27,268	D	—	—	Common Stock	27,268	D
Restricted Stock Units^F6	—	Dec 21, 2018	M	21,337	D	—	—	Common Stock	21,337	D
Restricted Stock Units^F6	—	Dec 21, 2018	M	39,838	D	—	—	Common Stock	39,838	D

F1Reflects the annual grant of performance units. Performance units cliff-vest on the third anniversary of the date of grant, with the number of shares delivered based on the Company's performance relative to its peers in terms of revenue growth and total stockholder return.
F2Includes the purchase of 826 shares of stock under the Engility Employee Stock Purchase Plan.
F3Reflects shares withheld to cover the payment of taxes upon the vesting of performance units.
F4Reflects 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).
F5Reflects shares withheld to cover the payment of taxes upon the vesting of restricted stock units.
F6Reflects the annual grant of Restricted Stock Units ("RSUs") that vest over three years from the date of grant - one-third (1/3) on the first anniversary, one-third (1/3) on the second anniversary, and one-third (1/3) 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).