SEC Form 4/A · accession 0001688568-17-000115
DXC Technology Co · DXC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Neil A Manna
Officer — SVP, Controller & PAO
Period of report
Apr 1, 2017
Accepted (ET)
Jun 9, 2017 · 5:16 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 | M | 1,664 | $0.00 | A | 1,664 | D | |
| Common StockF2 | Apr 1, 2017 | F | 550 | $0.00 | D | 1,114 | 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)F3 | $48.61 | Apr 1, 2017 | A | 2,780 | A | — | Jul 15, 2026 | Common Stock | 2,780 | 2,780 | D |
| Restricted Stock Units (Performance Vested)F1 | $0.00 | Apr 1, 2017 | M | 1,664 | D | — | — | Common Stock | 1,664 | 1,636 | D |
| Restricted Stock UnitsF4 | $0.00 | Apr 1, 2017 | A | 1,664 | A | — | — | Common Stock | 1,664 | 1,664 | D |
| Restricted Stock UnitsF5 | $0.00 | Apr 1, 2017 | A | 2,321 | A | — | — | Common Stock | 2,321 | 3,985 | D |
Explanation of responses
- F150% of Fiscal 2017 time-vesting restricted stock units of Computer Sciences Corporation ("CSC") converted into time-vesting restricted stock units of the DXC Technology Company (the "Company") and vested early on April 1, 2017 at the effective time of the merger of CSC with and into New Everett Merger Sub, Inc. on April 1, 2017 (the "Merger").
- F2This Form 4 is being amended to report shares withheld for tax liabilities.
- F3This Form 4 is being amended to correct the number of options acquired at the time of the Merger. Options were acquired at the effective time of the Merger by conversion of one third of the reporting person's Fiscal 2017 options to purchase shares of common stock of CSC into options to purchase shares of common stock of the Company and vested early on April 1, 2017 at the effective time of the Merger.
- F450% 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 July 15, 2018 and July 15, 2019.
- F5This Form 4 is being amended to report the acquisition of additional time-vesting restricted stock units. Time-vesting restricted stock units were acquired at the effective time of the Merger by conversion of two thirds of the issued Fiscal 2017 options to purchase shares of common stock of CSC into time-vesting restricted stock units of the Company. The restricted stock units will vest in two equal annual installments beginning on May 27, 2018.