UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~The~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): April 12, 2016

~~Date of Report (Date of Earliest Event Reported): July 24, 2015~~____________________________________________________

CommissionFile Number	Exact Name of Registrant as Specified in its Charter,Address of Principal Executive Offices and Telephone Number	State ofIncorporation	I.R.S. EmployerIdentification No
001-33072	Leidos Holdings, Inc.	Delaware	20-3562868
	11951 Freedom Drive, Reston, Virginia 20190
	(571) 526-6000
000-12771	Leidos, Inc.	Delaware	95-3630868
	11951 Freedom Drive, Reston, Virginia 20190
	(571) 526-6000

LEIDOS HOLDINGS, INC.

LEIDOS, INC.

(Exact name of registrant as specified in its charter)

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DELAWARE	001-33072 000-12771	20-3562868 95-3630868

(State or other Jurisdiction of Incorporation)	(Commission File Numbers)	(IRS Employer Identification Nos.)




11951 Freedom Drive, Reston, Virginia		20190

(Address of Principal Executive Offices)		(Zip Code)

Registrants’ telephone number, including area code: (571) 526-6000

N/A

(Former ~~Name~~names or ~~Former~~former ~~Address,~~addresses Ifif ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report.)

___________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

oItem ~~Soliciting~~5.02. Departure ~~material~~of ~~pursuant~~Directors toor ~~Rule~~Certain ~~14a-12~~Officers; ~~under~~Election ~~the~~of ~~Exchange~~Directors; ~~Act~~Appointment ~~(17~~of ~~CFR~~Certain ~~240~~Officers; Compensatory Arrangements of Certain Officers.~~14a-12)~~

o(b) On ~~Pre-commencement~~April ~~communications~~12, ~~pursuant~~2016, John J. Hamre notified the Board of Directors that he does not intend to ~~Rule~~stand ~~14d-2(b)~~for ~~under~~reelection to the ~~Exchange~~Board ~~Act~~of ~~(17~~Directors ~~CFR~~at ~~240~~the next annual stockholders meeting.~~14d-2(b))~~

o(c) On ~~Pre-commencement~~April ~~communications~~12, ~~pursuant~~2016, the Board of Directors elected Ranjit S. Chadha as Corporate Controller and chief accounting officer of Leidos Holdings, Inc. and Leidos, Inc. Mr. Chadha, age 46, joined our company in November 2015 as Assistant Corporate Controller. Prior to ~~Rule~~joining ~~13e-4(c)~~us, ~~under~~Mr. Chadha ~~the~~held ~~Exchange~~various ~~Act~~positions ~~(17~~of ~~CFR~~increasing ~~240~~responsibility over five years with Computer Sciences Corporation, most recently as Assistant Controller.~~13e-4(c))~~ Prior to that, he served as a Senior Manager, National Office, with PricewaterhouseCoopers. Mr. Chadha is a certified public accountant, chartered accountant and received his Bachelor of Science from St. Stephens College, Delhi University, India.

~~FORM~~Mr. Chadha ~~8-K~~will receive compensation at levels consistent with his seniority and scope of responsibility, including base salary, bonus and equity awards, and will participate in other benefit and compensation plans.

Item 25.0103. ~~Completion~~Amendments to Articles of ~~Acquisition~~Incorporation or ~~Disposition~~Bylaws; ofChange ~~Assets~~in Fiscal Year.

On ~~July~~April 2412, ~~2015~~2016, ~~Leidos~~the ~~Engineering,~~Board ~~LLC~~of ~~(“Leidos~~Directors ~~Engineering”), a wholly-owned subsidiary~~ of Leidos Holdings, Inc. ~~(“Leidos”)~~approved ~~sold all of~~ the ~~outstanding~~amendment ~~equity~~and ~~interests~~restatement inof ~~Leidos Renewable Energy, LLC (“LRE”),~~ the ~~indirect~~company’s ~~parent of Plainfield Renewable Energy~~Bylaws, ~~LLC~~effective ~~("PRE")~~immediately, to ~~Greenleaf~~implement ~~Power~~proxy ~~Consolidated,~~access ~~LLC~~for ~~(“Buyer”)~~eligible ~~pursuant to the Membership Interest Purchase Agreement by and among Leidos Engineering, PRE and Buyer dated March 24, 2015, as amended July 17, 2015 (the "Agreement")~~stockholders.

~~Upon~~Article ~~closing~~III, ofSection ~~the~~3.03(c) ~~sale~~was ~~transaction,~~added ~~Buyer~~to ~~provided~~the Bylaws to ~~Leidos~~permit ~~Engineering~~a ~~aggregate~~stockholder, ~~consideration~~or ofa ~~$101~~group ~~million,~~of ~~subject~~up to ~~certain~~20 ~~adjustments~~stockholders, ~~and~~that ~~contingent~~has ~~earn-out~~owned ~~payments. The consideration received by Leidos Engineering~~ at ~~closing~~least ~~consisted~~3% of ~~a cash payment of approximately $29 million (~~the ~~"Closing~~company’s ~~Payment")~~outstanding ~~and~~common astock ~~secured~~continuously ~~promissory~~for ~~note~~at ~~for~~least ~~approximately~~three ~~$73~~years ~~million~~to ~~(the~~nominate ~~“Note”).~~and ~~Payments~~include ~~under~~in the ~~Note~~company’s ~~are~~proxy ~~secured~~materials byup ato ~~general security interest in~~ the ~~personal~~greater ~~property~~ of ~~PRE,~~two adirectors ~~pledge~~and 20% of the ~~membership~~number ~~interests~~ of ~~PRE~~the ~~and~~company's adirectors ~~first~~then ~~mortgage~~in ~~over~~office, ~~the~~provided ~~real property~~ that ~~comprises~~ the ~~Plainfield~~stockholder(s) ~~Facility.~~and Inthe ~~addition~~nominee(s) tosatisfy the ~~Closing~~requirements ~~Payment~~specified ~~and~~in the ~~Note,~~Bylaws. The ~~the~~Bylaws ~~Company~~were isalso ~~eligible~~amended to ~~receive~~make certain ~~contingent~~other ~~earn-out~~technical ~~payments~~and ~~contemplated~~conforming ~~by the Agreement not to exceed $30 million~~revisions.

The foregoing description of the amendment to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.2 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(bd) ~~Pro forma financial information~~ Exhibits.

The following ~~unaudited~~exhibits ~~Pro Forma Financial Statements of the Company reflecting the closing of the sale of Plainfield~~ are filed ~~as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference~~herewith:

i.Condensed consolidated balance sheet as of April 3, 2015;




Exhibit
Number		Description

3.2		Amended and Restated Bylaws of Leidos Holdings, Inc.

~~ii.Condensed consolidated statement of income for the quarter ended April 3, 2015; and~~SIGNATURES

~~iii.Consolidated~~ Pursuant ~~statement~~to ofthe ~~income~~requirements ~~for~~of the ~~year~~Securities ~~ended~~Exchange ~~January~~Act 30of 1934, ~~2015~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~(d)~~LEIDOS ~~Exhibits~~HOLDINGS, INC. By: /s/ Raymond L. Veldman Name: Raymond L. Veldman Title: Senior Vice President, Deputy General Counsel and Secretary

Exhibit 10.1		Membership Interest Purchase Agreement by and among Leidos Engineering, LLC, Greenleaf Power Consolidated, LLC and Plainfield Renewable Energy, LLC dated March 24, 2015. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 25, 2015.
Exhibit 10.2		Amendment to Membership Interest Purchase Agreement by and among Leidos Engineering, LLC, Greenleaf Power Consolidated, LLC and Plainfield Renewable Energy, LLC dated July 17, 2015. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on July 23, 2015.
Exhibit 99.1		Unaudited pro forma condensed consolidated balance sheet as of April 3, 2015, unaudited pro forma condensed consolidated statement of income for the quarter ended April 3, 2015 and unaudited pro forma consolidated statement of income for the year ended January 30, 2015.



LEIDOS, INC.
By:	/s/ Raymond L. Veldman
	Name:	Raymond L. Veldman
	Title:	Senior Vice President, Deputy General Counsel and Secretary

~~SIGNATURE~~Dated: April 13, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(Registrant)	LEIDOS HOLDINGS, INC.
Date: July 30, 2015	By:	/s/ Vincent A. Maffeo
		Vincent A. Maffeo
	Its:	Executive Vice President and General Counsel
(Registrant)	LEIDOS, INC.
Date: July 30, 2015	By:	/s/ Vincent A. Maffeo
		Vincent A. Maffeo
	Its:	Executive Vice President and General Counsel

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