SEC Form 4 · accession 0001225208-15-021708
COMPUTER SCIENCES CORP · CSC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James R Smith
Officer — Exec VP & GM GBS
Period of report
Nov 30, 2015
Accepted (ET)
Dec 2, 2015 · 7:00 pm EST
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,F2 | Nov 30, 2015 | M | 21,423 | $0.00 | A | 29,429 | D | |
| Common StockF3 | Nov 30, 2015 | M | 8,610 | $0.00 | A | 38,039 | D | |
| Common Stock | Nov 30, 2015 | F | 13,340 | $31.33 | D | 24,699 | 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 UnitsF4 | $0.00 | Nov 30, 2015 | M | 5,740 | A | — | — | Common Stock | 5,740 | 5,740 | D |
| Restricted Stock Units (Performance Vested)F4 | $0.00 | Nov 30, 2015 | M | 5,740 | D | — | — | Common Stock | 5,740 | 8,610 | D |
| Restricted Stock Units (Performance Vested)F3 | $0.00 | Nov 30, 2015 | M | 8,610 | D | — | — | Common Stock | 8,610 | 0 | D |
| Restricted Stock Units (Performance Vested)F1 | — | Nov 30, 2015 | M | 21,423 | D | — | — | Common Stock | 21,423 | 0 | D |
Explanation of responses
- F1200% of the target number of PSUs awarded in Fiscal 2014 vested early on November 30, 2015 due to the separation of Computer Sciences Corporation and CSRA Inc. As previously reported, one quarter of the target number of PSUs awarded in Fiscal 2014 vested on May 22, 2014 and on June 8, 2015 based on earnings per share that exceeded the threshold performance level established under the terms of the award.
- F2As previously announced on Form 10 filed by CSRA Inc. (formerly known as Computer Sciences Government Services Inc.) on July 10, 2015 with the Securities and Exchange Commission, as amended, stockholders who held Computer Sciences Corporation ("CSC") common stock at the close of business on November 18, 2015 (the "Record Date"), received a distribution of one CSRA Inc. common share for every one share of CSC common stock held as of the Record Date. For unvested CSC service-vesting RSUs held by the reporting person as of the Record Date, upon the vesting of those RSUs the reporting person will receive CSC common shares and an equal number of CSRA Inc. common shares. For previously vested CSC service-vesting RSUs held by the reporting person as of the Record Date, the reporting person will receive an equal number of CSRA Inc. common shares.
- F370% of the target number of annual performance-vesting Restricted Stock Units ("PSUs") awarded in Fiscal 2015 vested early on November 30, 2015 due to the separation of Computer Sciences Corporation and CSRA Inc. As previously reported, one quarter of the target number of PSUs awarded in Fiscal 2015 vested on June 8, 2015 based on earnings per share that exceeded the threshold performance level established under the terms of the award.
- F45,740 of PSUs awarded in Fiscal 2015 converted to Restricted Stock Units ("RSUs") on November 30, 2015 due to the separation of Computer Sciences Corporation and CSRA Inc. The RSUs will vest in two equal annual installments beginning May 16, 2016.