SEC Form 4 · accession 0001140361-19-001079
Engility Holdings, Inc. · EGL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles S Ream
Director
Period of report
Jan 14, 2019
Accepted (ET)
Jan 14, 2019 · 9:09 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 | 10,788 | — | 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 | 3,573 | D | — | — | Common Stock | 3,573 | 0 | D |
| Restricted Stock UnitsF3 | — | Jan 14, 2019 | D | 4,284 | D | — | — | Common Stock | 4,284 | 0 | D |
| Restricted Stock UnitsF4 | — | Jan 14, 2019 | D | 3,529 | D | — | — | Common Stock | 3,529 | 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, 3,573 restricted stock units ("RSUs") granted by the Company on May 25, 2017 that were vested and outstanding, but not delivered, as of the Effective Time were assumed by SAIC in the merger and replaced with 1,608 shares of SAIC common stock.
- F3Pursuant to the terms of the Merger Agreement, 4,284 RSUs granted on May 26, 2016 that were vested and outstanding, but not delivered, as of the Effective Time were assumed by SAIC in the merger and replaced with 1,928 shares of SAIC common stock.
- F4Pursuant to the terms of the Merger Agreement, 3,529 RSUs granted on May 21, 2015 that were vested and outstanding, but not delivered, as of the Effective Time were assumed by SAIC in the merger and replaced with 1,589 shares of SAIC common stock.