SEC Form 4 · accession 0001688568-18-000145
DXC Technology Co · DXC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul N Saleh
Officer — EVP & CFO
Period of report
May 23, 2017
Accepted (ET)
Dec 18, 2018 · 9:54 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,F2 | May 23, 2017 | A | 3,020 | $0.00 | A | 82,059 | D | |
| Common StockF3,F4 | May 23, 2018 | A | 7,592 | $0.00 | A | 89,651 | D | |
| Common StockF4 | Dec 15, 2018 | M | 45,709 | $0.00 | A | 135,360 | D | |
| Common StockF4 | Dec 15, 2018 | M | 45,710 | $0.00 | A | 181,070 | D | |
| Common StockF4 | Dec 15, 2018 | M | 45,711 | $0.00 | A | 226,781 | D | |
| Common StockF5,F4 | Dec 15, 2018 | F | 59,698 | $56.76 | D | 167,083 | 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 Units (2)F6 | $0.00 | Dec 15, 2018 | M | 45,709 | D | — | — | Common Stock | 45,709 | 151,833 | D |
| Restricted Stock Units (2)F7 | $0.00 | Dec 15, 2018 | M | 45,710 | D | — | — | Common Stock | 45,710 | 106,123 | D |
| Restricted Stock Units (2)F8 | $0.00 | Dec 15, 2018 | M | 45,711 | D | — | — | Common Stock | 45,711 | 60,412 | D |
Explanation of responses
- F1Each vested Restricted Stock Unit (RSU) entitles the reporting person to receive one share of common stock (the "Career Shares"). Career Shares vested due to reporting person's satisfaction of age and continuous years of service requirement. Vested Career Shares will be released as shares of common stock at the rate of 10% of the shares granted on each of the first ten anniversaries of the reporting person's employment termination date. Pursuant to the anti-dilution provisions of the registrant's 2017 Omnibus Incentive Plan, the amount of Career Shares has been adjusted in connection with the spin-off of the registrant's United States Public Sector business using a conversion ratio of 0.8649 (the "USPS Spin-Off Conversion Ratio").
- F2Amount reported includes vested, unreleased Career Shares.
- F3Represents 25% of the target number of performance-vesting restricted stock units ("PSUs") awarded on May 31, 2017, that have been earned due to the Company's early achievement of the applicable fiscal year 2018 performance goals (the "Earned PSUs"). The Earned PSUs will vest and settle as soon as practicable after the date upon which the Company files with the U.S. Securities and Exchange Commission the Company's Annual Report on Form 10-K for fiscal year 2020 and calculates the applicable performance results, but in no event later than December 31, 2020, subject to the reporting person's continued employment. The amount of Earned PSUs has been adjusted by applying the USPS Spin-Off Conversion Ratio.
- F4Amount reported includes unvested Restricted Stock Units ("RSUs") and vested, unreleased Career Shares.
- F5Shares withheld to satisfy tax liabilities arising from RSUs that settled on December 15, 2018.
- F6Each RSU entitles the reporting person to receive one share of common stock on the settlement date. One-third of the December 2015 performance-vesting RSUs of Computer Sciences Corporation had already vested on December 15, 2016 and were converted into vested RSUs of the Company on April 1, 2017 and settled on December 15, 2018. The amount of RSUs has been adjusted by applying the USPS Spin-Off Conversion Ratio.
- F7Each RSU entitles the reporting person to receive one share of common stock on the settlement date. One-third of the December 2015 performance-vesting RSUs of Computer Sciences Corporation were converted into time-vesting RSUs of the Company on April 1, 2017, vested on December 15, 2017 and settled on December 15, 2018. The amount of RSUs has been adjusted by applying the USPS Spin-Off Conversion Ratio.
- F8Each RSU entitles the reporting person to receive one share of common stock on the settlement date. The remaining one-third of the December 2015 performance-vesting RSUs of Computer Sciences Corporation were converted into time-vesting RSUs of the Company on April 1, 2017 and vested and settled on December 15, 2018. The amount of RSUs has been adjusted by applying the USPS Spin-Off Conversion Ratio.