SEC Form 4 · accession 0001688568-17-000002
DXC Technology Co · DXC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Stephen Hilton
Officer — EVP, Deliver
Period of report
Apr 1, 2017
Accepted (ET)
Apr 4, 2017 · 9:57 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001688568
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 1, 2017 | A | 10,052 | $0.00 | A | 10,052 | D | |
| Common StockF2 | Apr 1, 2017 | M | 2,426 | $0.00 | A | 12,478 | D | |
| Common StockF3 | Apr 1, 2017 | M | 513 | $0.00 | A | 12,991 | D | |
| Common StockF4 | Apr 1, 2017 | M | 17,470 | $0.00 | A | 30,461 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options (rights to buy)F5 | $30.73 | Apr 1, 2017 | A | 147,820 | A | Apr 1, 2017 | May 22, 2025 | Common Stock | 147,820 | 147,820 | D |
| Options (rights to buy)F6,F7 | $49.24 | Apr 1, 2017 | A | 89,965 | A | — | May 27, 2026 | Common Stock | 89,965 | 89,965 | D |
| Restricted Stock UnitsF8 | $0.00 | Apr 1, 2017 | A | 4,852 | A | — | — | Common Stock | 4,852 | 4,852 | D |
| Restricted Stock UnitsF2 | $0.00 | Apr 1, 2017 | M | 2,426 | D | — | — | Common Stock | 2,426 | 2,426 | D |
| Restricted Stock Units (Performance Vested)F3 | $0.00 | Apr 1, 2017 | M | 513 | D | — | — | Common Stock | 513 | 16,957 | D |
| Restricted Stock Units (2)F9 | $0.00 | Apr 1, 2017 | A | 17,470 | A | — | — | Common Stock | 17,470 | 17,470 | D |
| Restricted Stock Units (Performance Vested) (2)F4 | $0.00 | Apr 1, 2017 | M | 17,470 | D | — | — | Common Stock | 17,470 | 0 | D |
Explanation of responses
- F1Computer Sciences Corporation ("CSC") stockholders at the effective time of the merger of Computer Sciences Corporation with and into New Everett Merger Sub, Inc. on April 1, 2017 (the "Merger") received one share of common stock of DXC Technology Company (the "Company") in exchange for one share CSC common stock held at the effective time of the Merger. The total direct beneficial ownership reflects the shares acquired by the reporting person in connection with the Merger on April 1, 2017.
- F250% of restricted stock units granted as part of the Fiscal 2017 Retention Award vested early on April 1, 2017 upon the effective time of the Merger.
- F3100% of the performance-vesting restricted stock units vested early at the effective time of the Merger.
- F450% of performance-vesting restricted stock units were converted into performance-vesting restricted stock units of the Issuer and vested early on April 1, 2017 upon the effective time of the Merger.
- F5All options were acquired at the effective time of the Merger by the conversion of each option to purchase one share of common stock of CSC into one option to purchase one share of common stock of the Issuer and vested early on April 1, 2017 upon the effective time of the merger.
- F633% of the number of Options awarded by CSC in May 2016 were converted into Options of the Issuer and vested early on April 1, 2017 upon the effective time of the Merger.
- F7All options were acquired at the effective time of the Merger by the conversion of each option to purchase one share of common stock of CSC into one option to purchase one share of common stock of the Company on the same terms and conditions that were in effect immediately prior to the consummation of the Merger.
- F8Each Restricted Stock Unit (RSU) granted as part of the Fiscal 2017 Retention Award entitles the reporting person to receive one share of common stock upon the vesting date. The RSUs vest on May 27,2017.
- F950% of performance-vesting restricted stock units converted into time-vesting restricted stock units on April 1, 2017 upon the effective time of the Merger. The restricted stock units will vest in two equal installments on May 27, 2018 and May 27, 2019.