SEC Form 4 · accession 0000950142-18-000770
CSRA Inc. · CSRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sean OKeefe
Director
Period of report
Apr 3, 2018
Accepted (ET)
Apr 3, 2018 · 9:40 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 StockF1 | Apr 3, 2018 | D | 14,319 | — | 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 UnitsF3,F2 | — | Apr 3, 2018 | D | 5,000 | D | — | — | Common Stock | 5,000 | 0 | D |
| Restricted Stock UnitsF3,F2 | — | Apr 3, 2018 | D | 3,900 | D | — | — | Common Stock | 3,900 | 0 | 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 restricted stock unit ("RSU") represents a contingent right to receive one share of the Company's common stock.
- F3Pursuant to the Merger Agreement, each RSU 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.