SEC Form 4 · accession 0001688568-17-000020
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
John M Lawrie
Officer — President and CEO · Director
Period of report
Apr 1, 2017
Accepted (ET)
Apr 5, 2017 · 6:31 am 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 | P$0 | 380,729 | $0.00 | A | 380,729 | D | |
| Common StockF2 | Apr 1, 2017 | M | 356,225 | $0.00 | A | 736,954 | D | |
| Common StockF3 | Apr 1, 2017 | M | 78,382 | $0.00 | A | 815,336 | D | |
| Common StockF4 | Apr 1, 2017 | M | 48,102 | $0.00 | A | 863,438 | D | |
| Common StockF5 | Apr 1, 2017 | M | 4,666 | $0.00 | A | 868,104 | 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)F6 | $12.28 | Apr 1, 2017 | A | 4,292 | A | Apr 1, 2017 | Apr 16, 2022 | Common Stock | 4,292 | 4,292 | D |
| Options (rights to buy)F6 | $27.32 | Apr 1, 2017 | A | 86,151 | A | Apr 1, 2017 | May 16, 2024 | Common Stock | 86,151 | 86,151 | D |
| Options (rights to buy)F6 | $30.73 | Apr 1, 2017 | A | 379,026 | A | Apr 1, 2017 | May 22, 2025 | Common Stock | 379,026 | 379,026 | D |
| Options (rights to buy)F7 | $49.24 | Apr 1, 2017 | A | 403,691 | A | — | May 27, 2026 | Common Stock | 403,691 | 403,691 | D |
| Restricted Stock Units (Performance Vested)F2 | $0.00 | Apr 1, 2017 | M | 356,225 | D | — | — | Common Stock | 356,225 | 0 | D |
| Restricted Stock Units (Performance Vested) (2)F3 | $0.00 | Apr 1, 2017 | M | 78,382 | D | — | — | Common Stock | 78,382 | 0 | D |
| Restricted Stock Units (1)F8 | $0.00 | Apr 1, 2017 | A | 78,382 | A | — | — | Common Stock | 78,382 | 78,382 | D |
| Restricted Stock Units (2)F4 | $0.00 | Apr 1, 2017 | M | 48,102 | D | — | — | Common Stock | 48,102 | 0 | D |
| Restricted Stock Units (3)F5 | $0.00 | Apr 1, 2017 | M | 4,666 | D | — | — | Common Stock | 4,666 | 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.
- F2Performance-vesting restricted stock units of CSC were converted into performance-vesting restricted stock units of the Company and vested early on April 1, 2017 at the effective time of the Merger.
- F350% of Fiscal 2017 performance-vesting restricted stock units of CSC converted into performance-vesting restricted stock units of the Company and vested early on April 1, 2017 at the effective time of the Merger.
- F4Time-vesting restricted stock units of CSC were converted into time-vesting restricted stock units of the Company and vested early on April 1, 2017 at the effective time of the Merger.
- F550% of Fiscal 2017 time-vesting restricted stock units of CSC converted into time-vesting restricted stock units of the Company and vested early on April 1, 2017 at the effective time of the Merger.
- F6Options 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 and vested early on April 1, 2017 upon the effective time of the Merger.
- F7Options were acquired of at the effective time of the Merger by conversion of each option to purchase one share of common stock of CSC into an 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.
- F850% of Fiscal 2017 performance-vesting restricted stock units of CSC converted into time-vesting restricted stock units of the Company 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.