SEC Form 4 · accession 0001140361-19-001039
Engility Holdings, Inc. · EGL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Katharina G. McFarland
Director
Period of report
Jan 11, 2019
Accepted (ET)
Jan 14, 2019 · 8:20 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jan 11, 2019 | M | 3,971 | — | A | 3,971 | D | |
| Common StockF1,F2 | Jan 11, 2019 | M | 3,228 | — | A | 7,199 | 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 UnitsF1,F2 | — | Jan 11, 2019 | M | 3,971 | D | — | — | Common Stock | 3,971 | 0 | D |
| Restricted Stock UnitsF1,F2 | — | Jan 11, 2019 | M | 3,228 | D | — | — | Common Stock | 3,228 | 0 | D |
Explanation of responses
- F1Grant of restricted stock units ("RSUs") that vest on the one-year anniversary of the grant date. Vested RSUs do not convert into shares of common stock ("Common Stock") of Engility Holdings, Inc. (the "Company") or (at the discretion of the Compensation Committee of the Company) cash until the earlier of (i) the date on which the Reporting Person ceases to be a director of the Company or (ii) a change of control of the Company.
- F2The Board of Directors and Compensation Committee of the Company have elected, pursuant to the pending merger (as defined below) under the Agreement and Plan of Merger, dated as of September 9, 2018, among the Company, Science Applications International Corporation ("SAIC") and Raptors Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of SAIC, with the Company surviving the merger of Merger Sub with and into the Company (the "merger") as a wholly owned subsidiary of SAIC, to accelerate the vesting of all RSUs held by the Reporting Person and settle all vested, but undelivered, RSUs in Common Stock effective January 11, 2019.