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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Options (rights to buy) | $ 20.03 | 04/01/2017 | D | 43,414 (2) | 05/20/2014(3) | 05/20/2023 | Common Stock | 43,414 | $ 0 | 0 | D | ||||
Options (rights to buy) | $ 27.32 | 04/01/2017 | D | 28,828 (2) | 05/16/2015(4) | 05/16/2024 | Common Stock | 28,828 | $ 0 | 0 | D | ||||
Options (rights to buy) | $ 30.73 | 04/01/2017 | D | 58,446 (2) | 05/22/2016(5) | 05/22/2025 | Common Stock | 58,446 | $ 0 | 0 | D | ||||
Options (rights to buy) | $ 49.24 | 04/01/2017 | D | 62,249 (2) | 05/27/2017(6) | 05/27/2026 | Common Stock | 62,249 | $ 0 | 0 | D | ||||
Restricted Stock Units | $ 0 | 04/01/2017 | D | 39,987 (7) | (8) | (8) | Common Stock | 39,987 | $ 0 | 0 | D | ||||
Restricted Stock Units | $ 0 | 04/01/2017 | D | 1,986 (7) | (9) | (9) | Common Stock | 1,986 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DECKELMAN WILLIAM L JR 1775 TYSONS BOULEVARD TYSONS, VA 22102 |
EVP & General Counsel |
William L. Deckelman, Jr., Attorney-In-Fact | 04/04/2017 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Each 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. |
(2) | Each 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. |
(3) | This option is exercisable in three equal annual installments beginning May 20, 2014. |
(4) | This option is exercisable in three equal annual installments beginning May 16, 2015. |
(5) | This option is exercisable in three equal annual installments beginning May 22, 2016. |
(6) | This option is exercisable in three equal annual installments beginning May 27, 2017. |
(7) | Restricted 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. |
(8) | Each 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. |
(9) | 30% 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. |