SEC Form 4/A · accession 0001688568-18-000143
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
Paul N Saleh
Officer — EVP & CFO
Period of report
Apr 1, 2017
Accepted (ET)
Dec 18, 2018 · 7:33 pm EST
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 | 86,153 | $0.00 | A | 86,153 | D | |
| Common StockF2 | Apr 1, 2017 | M | 46,219 | $0.00 | A | 132,372 | D | |
| Common StockF3 | Apr 1, 2017 | M | 25,082 | $0.00 | A | 157,454 | D | |
| Common StockF4 | Apr 1, 2017 | M | 18,406 | $0.00 | A | 175,860 | D | |
| Common StockF5 | Apr 1, 2017 | M | 2,613 | $0.00 | A | 178,473 | D | |
| Common StockF6 | Apr 1, 2017 | F | 42,184 | $78.66 | D | 136,289 | 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)F7 | $20.03 | Apr 1, 2017 | A | 95 | A | Apr 1, 2017 | May 20, 2023 | Common Stock | 95 | 95 | D |
| Options (rights to buy)F7 | $27.32 | Apr 1, 2017 | A | 59,824 | A | Apr 1, 2017 | May 16, 2024 | Common Stock | 59,824 | 59,824 | D |
| Options (rights to buy)F7 | $30.73 | Apr 1, 2017 | A | 121,287 | A | Apr 1, 2017 | May 22, 2025 | Common Stock | 121,287 | 121,287 | D |
| Options (rights to buy)F8 | $49.24 | Apr 1, 2017 | A | 43,061 | A | — | May 27, 2026 | Common Stock | 43,061 | 43,061 | D |
| Restricted Stock Units (Performance Vested)F2 | $0.00 | Apr 1, 2017 | M | 46,219 | D | — | — | Common Stock | 46,219 | 0 | D |
| Restricted Stock Units (Performance Vested) (2)F3 | $0.00 | Apr 1, 2017 | M | 25,082 | D | — | — | Common Stock | 25,082 | 0 | D |
| Restricted Stock Units (2)F9 | $0.00 | Apr 1, 2017 | A | 25,082 | A | — | — | Common Stock | 25,082 | 25,082 | D |
| Restricted Stock Units (2)F10 | $0.00 | Apr 1, 2017 | A | 35,330 | A | — | — | Common Stock | 35,330 | 60,412 | D |
| Restricted Stock UnitsF4 | $0.00 | Apr 1, 2017 | M | 18,406 | D | — | — | Common Stock | 18,406 | 0 | D |
| Restricted Stock Units (3)F5 | $0.00 | Apr 1, 2017 | M | 2,613 | D | — | — | Common Stock | 2,613 | 0 | D |
| Restricted Stock Units (2)F11 | $0.00 | Apr 1, 2017 | A | 118,604 | A | — | — | Common Stock | 118,604 | 179,016 | 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.
- F10This 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.
- F11This Form 4 is being amended to report the acquisition of additional restricted stock units ("RSUs") inadvertently omitted from the original Form 4 filing. One-third of the December 2015 performance-vesting RSUs of CSC had already vested on December 15, 2016 and were converted into vested RSUs of the Company on April 1, 2017 upon the effective time of the Merger and will settle on December 15, 2018. One-third of the December 2015 performance-vesting RSUs of CSC were converted into time-vesting RSUs of the Company on April 1, 2017 upon the effective time of the Merger, will vest on December 15, 2017 and will settle on December 15, 2018. The remaining one-third of the December 2015 performance-vesting RSUs of CSC were converted into time-vesting RSUs of the Company on April 1, 2017 upon the effective time of the Merger and will vest and settle on December 15, 2018.
- 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.
- F6This Form 4 is being amended to report shares withheld for tax liabilities.
- F7Options 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 theCompany and vested early on April 1, 2017 upon the effective time of the Merger.
- F8This 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.
- F950% 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 restrictedstock units will vest in two equal installments on May 27, 2018 and May 27, 2019.