SEC Form 4 · accession 0000950142-18-000767

CSRA Inc. · CSRA

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

Reporting owner

Paul Nedzbala

Officer — EVP, Health and Civil Group

Period of report

Apr 3, 2018

Accepted (ET)

Apr 3, 2018 · 9:39 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001646383

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Apr 3, 2018	D	405	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units (PerformanceVested)^F4,F2	—	Apr 3, 2018	D	1,974	D	—	—	Common Stock	1,974	D
Restricted Stock Units (PerformanceVested)^F4,F2	—	Apr 3, 2018	D	9,353	D	—	—	Common Stock	9,353	D
Restricted Stock Units (PerformanceVested)^F4,F2	—	Apr 3, 2018	D	15,884	D	—	—	Common Stock	15,884	D
Restricted Stock Units^F5,F3	—	Apr 3, 2018	D	15,588	D	—	—	Common Stock	15,588	D
Restricted Stock Units^F5,F3	—	Apr 3, 2018	D	10,589	D	—	—	Common Stock	10,589	D
Restricted Stock Units^F6,F3	—	Apr 3, 2018	D	19,632	D	—	—	Common Stock	19,632	D
Stock Options (right to buy)^F7	$27.53	Apr 3, 2018	D	8,201	D	—	Dec 15, 2025	Common Stock	8,201	D
Stock Options (right to buy)^F7	$24.77	Apr 3, 2018	D	25,774	D	—	May 31, 2026	Common Stock	25,774	D
Stock Options (right to buy)^F7	$15.98	Apr 3, 2018	D	5,005	D	—	Dec 15, 2025	Common Stock	5,005	D

Explanation of responses

F1Pursuant to the Agreement and Plan of Merger, dated as of February 9, 2018 (as amended, the "Merger Agreement"), between CSRA Inc. ("Company"), General Dynamics Corporation ("Parent") and Red Hawk Enterprises Corp. ("Merger Sub"), on April 3, 2018, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $41.25 in cash, net of applicable withholding taxes and without interest ("Merger Consideration").
F2Each performance-vesting restricted stock unit ("PSU") represents a contingent right to receive one share of the Company's common stock.
F3Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Company's common stock.
F4Pursuant to the Merger Agreement, each PSU outstanding immediately prior to the effective time of the Merger became fully vested at the target level of vesting and was canceled and converted into the right to receive, for each Share subject to such then-vested PSU, the Merger Consideration.
F5Pursuant to the Merger Agreement, each RSU granted prior to 2018, outstanding immediately prior to the effective time of the Merger, became fully vested and canceled and converted into the right to receive, for each Share subject to such RSU, the Merger Consideration.
F6Pursuant to the Merger Agreement, each outstanding RSU granted in 2018, at the effective time of the Merger was converted into (i) restricted stock units that are subject to shares of the common stock of Parent (par value $0.001 per share) and (ii) a right to a cash payment of any dividend equivalents accumulated or retained by the Company prior to the effective time of the Merger. Each RSU granted in 2018 will be converted into restricted stock units of the Parent by multiplying the number of Shares subject to each such RSU by the fraction determined by dividing (A) $41.25 per share by (B) the average of the volume-weighted average price per share of the Parent's common stock trading on the New York Stock Exchange for each of the 20 consecutive business days ending on (and including) the date of the Merger.
F7Pursuant to the Merger Agreement, each option outstanding immediately prior to the effective time of the Merger, whether vested or unvested, became fully vested, canceled and converted into the right to receive a lump-sum cash payment, without interest, in the amount of the Option Consideration, with respect to such option. "Option Consideration" means, with respect to an option an amount equal to the product of (A) the excess, if any, of the Merger Consideration over the applicable exercise price per Share subject to such option multiplied by (B) the number of Shares subject to such option.