4//SEC Filing
Miiller Thomas O. 4
Accession 0001140361-19-001077
CIK 0001544229other
Filed
Jan 13, 7:00 PM ET
Accepted
Jan 14, 9:07 PM ET
Size
20.0 KB
Accession
0001140361-19-001077
Insider Transaction Report
Form 4
Miiller Thomas O.
SVP,Gen. Counsel. & Corp. Sec.
Transactions
- Disposition to Issuer
Common Stock
2019-01-14−24,725→ 0 total - Disposition to Issuer
Performance Units
2019-01-14−13,025→ 0 total→ Common Stock (13,025 underlying) - Disposition to Issuer
Restricted Stock Units
2019-01-14−5,458→ 0 total→ Common Stock (5,458 underlying) - Disposition to Issuer
Restricted Stock Units
2019-01-14−7,724→ 0 total→ Common Stock (7,724 underlying) - Disposition to Issuer
Restricted Stock Units
2019-01-14−3,920→ 0 total→ Common Stock (3,920 underlying) - Disposition to Issuer
Performance Units
2019-01-14−27,552→ 0 total→ Common Stock (27,552 underlying) - Disposition to Issuer
Performance Units
2019-01-14−16,374→ 0 total→ Common Stock (16,374 underlying)
Footnotes (7)
- [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]Pursuant to the terms of the Merger Agreement, 7,724 restricted stock units ("RSUs") granted by the Company on February 8, 2018 that were unvested and outstanding as of the Effective Time were assumed by SAIC in the merger and replaced with RSUs for 3,484 shares of SAIC common stock.
- [F3]Pursuant to the terms of the Merger Agreement, 3,920 restricted stock units ("RSUs") 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 for 1,764 shares of SAIC common stock.
- [F4]Pursuant to the terms of the Merger Agreement, 5,458 restricted stock units ("RSUs") granted by the Company on April 15, 2016 that were unvested and outstanding as of the Effective Time were assumed by SAIC in the merger and replaced with RSUs for 2,457 shares of SAIC common stock.
- [F5]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, 27,552 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 12,399 shares of SAIC common stock.
- [F6]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, 13,025 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 5,862 shares of SAIC common stock.
- [F7]The performance criteria applicable to the PUs held by the reporting person for the performance period beginning January 1, 2016 and ending on December 31, 2018 were deemed attained at 100% of target performance. Pursuant to the terms of the Merger Agreement and the attainment of such performance criteria, 16,374 PUs granted by the Company on May 26, 2016 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 7,369 shares of SAIC common stock.
Documents
Issuer
Engility Holdings, Inc.
CIK 0001544229
Entity typeother
Related Parties
1- filerCIK 0001552753
Filing Metadata
- Form type
- 4
- Filed
- Jan 13, 7:00 PM ET
- Accepted
- Jan 14, 9:07 PM ET
- Size
- 20.0 KB