SEC Form 4 · accession 0000023082-17-000044
COMPUTER SCIENCES CORP · CSC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William L Deckelman Jr.
Officer — EVP & General Counsel
Period of report
Apr 1, 2017
Accepted (ET)
Apr 5, 2017 · 6:16 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000023082
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 1, 2017 | D | 11,188 | $0.00 | D | 0 | 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)F2,F3 | $20.03 | Apr 1, 2017 | D | 43,414 | D | May 20, 2014 | May 20, 2023 | Common Stock | 43,414 | 0 | D |
| Options (rights to buy)F2,F4 | $27.32 | Apr 1, 2017 | D | 28,828 | D | May 16, 2015 | May 16, 2024 | Common Stock | 28,828 | 0 | D |
| Options (rights to buy)F2,F5 | $30.73 | Apr 1, 2017 | D | 58,446 | D | May 22, 2016 | May 22, 2025 | Common Stock | 58,446 | 0 | D |
| Options (rights to buy)F2,F6 | $49.24 | Apr 1, 2017 | D | 62,249 | D | May 27, 2017 | May 27, 2026 | Common Stock | 62,249 | 0 | D |
| Restricted Stock UnitsF7,F8 | $0.00 | Apr 1, 2017 | D | 39,987 | D | — | — | Common Stock | 39,987 | 0 | D |
| Restricted Stock UnitsF7,F9 | $0.00 | Apr 1, 2017 | D | 1,986 | D | — | — | Common Stock | 1,986 | 0 | D |
Explanation of responses
- F1Each share of Common Stock was disposed of at the effective time of the merger of Computer Sciences Corporation (the "Company") with and into New Everett Merger Sub, Inc. on April 1, 2017 (the "Merger") by conversion into one share of common stock of DXC Technology Company.
- F2Each Option was disposed of at the effective time of the Merger by conversion into one option to purchase one share of common stock of DXC Technology Company on the same terms and conditions that were in effect immediately prior to the consummation of the Merger.
- F3This option is exercisable in three equal annual installments beginning May 20, 2014.
- F4This option is exercisable in three equal annual installments beginning May 16, 2015.
- F5This option is exercisable in three equal annual installments beginning May 22, 2016.
- F6This option is exercisable in three equal annual installments beginning May 27, 2017.
- F7Restricted Stock Units ("RSUs") were disposed of at the effective time of the Merger by conversion into restricted stock units of DXC Technology Company on the same terms and conditions that were in effect immediately prior to the consummation of the Merger.
- F8Each vested RSU entitles the reporting person to receive one share of common stock. The RSUs vest at age 65, subject to the reporting person's continued employment through that date, or at age 55 with ten continuous years of service and may vest earlier under certain other circumstances. Vested RSUs are 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.
- F930% of performance-vesting Restricted Stock Units ("PSUs") awarded in Fiscal 2015 converted to RSUs on November 30, 2015 due to the separation of Computer Sciences Corporation and CSRA, Inc. 50% of the RSUs vested on May 16, 2016 in the first of two equal annual installments. Each RSU entitles the reporting person to receive one share of common stock on the vesting date.