SEC Form 4 · accession 0001140361-19-001041
Engility Holdings, Inc. · EGL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Darryll J. Pines
Director
Period of report
Jan 11, 2019
Accepted (ET)
Jan 14, 2019 · 8:22 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 | 3,573 | — | A | 12,863 | D | |
| Common StockF1,F2 | Jan 11, 2019 | M | 3,971 | — | A | 16,834 | D | |
| Common StockF1,F2 | Jan 11, 2019 | M | 4,284 | — | A | 21,118 | D | |
| Common StockF3,F4 | Jan 11, 2019 | M | 177 | — | A | 21,295 | 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 | 3,573 | D | — | — | Common Stock | 3,573 | 0 | D |
| 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 | 4,284 | D | — | — | Common Stock | 4,284 | 0 | D |
| Restricted Stock UnitsF3,F4 | — | Jan 11, 2019 | M | 177 | D | — | — | Common Stock | 177 | 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 (other than deferred compensation) in Common Stock effective January 11, 2019.
- F3Represents an interim grant of RSUs that vests on the earliest of (i) the first anniversary of the grant date (or if earlier, the date of the Company's 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 Company by reason of death or permanent disability or (iii) a change in control of the Company. Vested RSUs do not convert into shares of common stock of the Company or cash, which determination will be made at the sole discretion of the Company's Compensation Committee (or a subcommittee thereof), until the earlier of (A) the date on which the Reporting Person ceases to be a director of the Company or (B) the occurrence of a change in control of the Company that constitutes a "Section 409A Change in Control Event" (as defined in applicable Treasury regulations).
- F4The Board of Directors and Compensation Committee of the Company have elected, pursuant to the pending merger under the Merger Agreement, to accelerate the vesting of all RSUs held by the Reporting Person and settle all vested, but undelivered, RSUs (other than deferred compensation) in Common Stock effective January 11, 2019.