SEC Form 4 · accession 0000023082-17-000051
COMPUTER SCIENCES CORP · CSC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul N Saleh
Officer — Exec Vice President and CFO
Period of report
Apr 1, 2017
Accepted (ET)
Apr 5, 2017 · 6:18 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 | 86,153 | $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 | 95 | D | May 20, 2014 | May 20, 2023 | Common Stock | 95 | 0 | D |
| Options (rights to buy)F2,F4 | $27.32 | Apr 1, 2017 | D | 59,824 | D | May 16, 2015 | May 16, 2024 | Common Stock | 59,824 | 0 | D |
| Options (rights to buy)F2,F5 | $30.73 | Apr 1, 2017 | D | 121,287 | D | May 22, 2016 | May 22, 2025 | Common Stock | 121,287 | 0 | D |
| Options (rights to buy)F2,F6 | $49.24 | Apr 1, 2017 | D | 129,181 | D | May 27, 2017 | May 27, 2026 | Common Stock | 129,181 | 0 | D |
| Restricted Stock UnitsF7,F8 | $0.00 | Apr 1, 2017 | D | 23,631 | D | — | — | Common Stock | 23,631 | 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.
- F7Each Restricted Stock Unit was disposed of at the effective time of the Merger by conversion into one restricted stock unit of DXC Technology Company on the same terms and conditions that were in effectimmediately prior to the consummation of the Merger.
- F8Each vested Restricted Stock Unit (RSU) entitles the reporting person to receive one share of common stock. The RSUs fully vest at age 62, subject to the reporting person's continued employment through that date, and may vest earlier under certain other circumstances. In addition, the RSUs fully vest at age 55 or older with at least five years of continuous service, subject to the reporting person's continued employment through the vesting date. 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.