4//SEC Filing
Balaguer Susan M. 4
Accession 0001140361-19-001049
CIK 0001544229other
Filed
Jan 13, 7:00 PM ET
Accepted
Jan 14, 8:50 PM ET
Size
10.4 KB
Accession
0001140361-19-001049
Insider Transaction Report
Form 4
Balaguer Susan M.
SVP, Chief Human Resources
Transactions
- Disposition to Issuer
Common Stock
2019-01-14−20,291→ 0 total - Disposition to Issuer
Performance Units
2019-01-14−19,721→ 0 total→ Common Stock (19,721 underlying) - Disposition to Issuer
Performance Units
2019-01-14−9,840→ 0 total→ Common Stock (9,840 underlying)
Footnotes (3)
- [F1]Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 9, 2018, among Engility Holdings, Inc. (the "Company"), Science Applications International Corporation ("SAIC") and Raptors Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of SAIC, each share of the Company's common stock owned by the reporting person immediately prior to the effective time (the "Effective Time") of the merger of Merger Sub with and into the Company (the "merger"), with the Company surviving the merger as a wholly owned subsidiary of SAIC, was, upon the Effective Time, converted into the right to receive 0.450 shares of common stock of SAIC, with cash in lieu of fractional shares.
- [F2]The performance criteria applicable to the performance units ("PUs") held by the reporting person for the performance period beginning January 1, 2018 and ending on the date immediately preceding the date of the Effective Time were deemed attained at 237.8% of target performance. Pursuant to the terms of the Merger Agreement and the attainment of such performance criteria, 19,721 PUs granted by the Company on February 2, 2018 that were unvested and outstanding as of the Effective Time were assumed by SAIC in the merger and replaced with RSUs that vest solely based on the passage of time for 8,875 shares of SAIC common stock.
- [F3]The performance criteria applicable to the PUs held by the reporting person for the performance period beginning January 1, 2017 and ending on the date immediately preceding the date of the Effective Time were deemed attained at 147.7% of target performance. Pursuant to the terms of the Merger Agreement and the attainment of such performance criteria, 9,840 PUs granted by the Company on February 23, 2017 that were unvested and outstanding as of the Effective Time were assumed by SAIC in the merger and replaced with RSUs that vest solely based on the passage of time for 4,428 shares of SAIC common stock.
Documents
Issuer
Engility Holdings, Inc.
CIK 0001544229
Entity typeother
Related Parties
1- filerCIK 0001672832
Filing Metadata
- Form type
- 4
- Filed
- Jan 13, 7:00 PM ET
- Accepted
- Jan 14, 8:50 PM ET
- Size
- 10.4 KB