SEC Form 4 · accession 0001140361-19-001077
Engility Holdings, Inc. · EGL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas O. Miiller
Officer — SVP, Gen. Counsel & Corp. Sec.
Period of report
Jan 14, 2019
Accepted (ET)
Jan 14, 2019 · 9:07 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 | Jan 14, 2019 | D | 24,725 | — | D | 0 | 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 UnitsF2 | — | Jan 14, 2019 | D | 7,724 | D | — | — | Common Stock | 7,724 | 0 | D |
| Restricted Stock UnitsF3 | — | Jan 14, 2019 | D | 3,920 | D | — | — | Common Stock | 3,920 | 0 | D |
| Restricted Stock UnitsF4 | — | Jan 14, 2019 | D | 5,458 | D | — | — | Common Stock | 5,458 | 0 | D |
| Performance UnitsF5 | — | Jan 14, 2019 | D | 27,552 | D | — | — | Common Stock | 27,552 | 0 | D |
| Performance UnitsF6 | — | Jan 14, 2019 | D | 13,025 | D | — | — | Common Stock | 13,025 | 0 | D |
| Performance UnitsF7 | — | Jan 14, 2019 | D | 16,374 | D | — | — | Common Stock | 16,374 | 0 | D |
Explanation of responses
- F1Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 9, 2018, among Engility Holdings, Inc. (the "Company"), Science Applications International Corporation ("SAIC") and Raptors Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of SAIC, each share of the Company's common stock owned by the reporting person immediately prior to the effective time (the "Effective Time") of the merger of Merger Sub with and into the Company (the "merger"), with the Company surviving the merger as a wholly owned subsidiary of SAIC, was, upon the Effective Time, converted into the right to receive 0.450 shares of common stock of SAIC, with cash in lieu of fractional shares.
- F2Pursuant to the terms of the Merger Agreement, 7,724 restricted stock units ("RSUs") granted by the Company on February 8, 2018 that were unvested and outstanding as of the Effective Time were assumed by SAIC in the merger and replaced with RSUs for 3,484 shares of SAIC common stock.
- F3Pursuant to the terms of the Merger Agreement, 3,920 restricted stock units ("RSUs") granted by the Company on February 23, 2017 that were unvested and outstanding as of the Effective Time were assumed by SAIC in the merger and replaced with RSUs for 1,764 shares of SAIC common stock.
- F4Pursuant to the terms of the Merger Agreement, 5,458 restricted stock units ("RSUs") granted by the Company on April 15, 2016 that were unvested and outstanding as of the Effective Time were assumed by SAIC in the merger and replaced with RSUs for 2,457 shares of SAIC common stock.
- F5The performance criteria applicable to the performance units ("PUs") held by the reporting person for the performance period beginning January 1, 2018 and ending on the date immediately preceding the date of the Effective Time were deemed attained at 237.8% of target performance. Pursuant to the terms of the Merger Agreement and the attainment of such performance criteria, 27,552 PUs granted by the Company on February 2, 2018 that were unvested and outstanding as of the Effective Time were assumed by SAIC in the merger and replaced with RSUs that vest solely based on the passage of time for 12,399 shares of SAIC common stock.
- F6The performance criteria applicable to the PUs held by the reporting person for the performance period beginning January 1, 2017 and ending on the date immediately preceding the date of the Effective Time were deemed attained at 147.7% of target performance. Pursuant to the terms of the Merger Agreement and the attainment of such performance criteria, 13,025 PUs granted by the Company on February 23, 2017 that were unvested and outstanding as of the Effective Time were assumed by SAIC in the merger and replaced with RSUs that vest solely based on the passage of time for 5,862 shares of SAIC common stock.
- F7The performance criteria applicable to the PUs held by the reporting person for the performance period beginning January 1, 2016 and ending on December 31, 2018 were deemed attained at 100% of target performance. Pursuant to the terms of the Merger Agreement and the attainment of such performance criteria, 16,374 PUs granted by the Company on May 26, 2016 that were unvested and outstanding as of the Effective Time were assumed by SAIC in the merger and replaced with RSUs that vest solely based on the passage of time for 7,369 shares of SAIC common stock.