0001140361-19-001067.txt : 20190114
0001140361-19-001067.hdr.sgml : 20190114
20190114210142
ACCESSION NUMBER: 0001140361-19-001067
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190114
FILED AS OF DATE: 20190114
DATE AS OF CHANGE: 20190114
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: REHBERGER WAYNE M
CENTRAL INDEX KEY: 0001239231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35487
FILM NUMBER: 19526069
MAIL ADDRESS:
STREET 1: 4803 STONECROFT BOULEVARD
CITY: CHANTILLY
STATE: VA
ZIP: 20151
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Engility Holdings, Inc.
CENTRAL INDEX KEY: 0001544229
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711]
IRS NUMBER: 453854852
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4803 STONECROFT BOULEVARD
CITY: CHANTILLY
STATE: VA
ZIP: 20151
BUSINESS PHONE: 7036338300
MAIL ADDRESS:
STREET 1: 4803 STONECROFT BOULEVARD
CITY: CHANTILLY
STATE: VA
ZIP: 20151
4
1
form4.xml
FORM 4
X0306
4
2019-01-14
true
0001544229
Engility Holdings, Inc.
EGL
0001239231
REHBERGER WAYNE M
C/O ENGILITY HOLDINGS, INC.
4803 STONECROFT BOULEVARD
CHANTILLY
VA
20151
true
Senior Vice President and CFO
Common Stock
2019-01-14
4
D
0
48485
D
0
D
Performance Units
2019-01-14
4
D
0
42051
D
Common Stock
42051
0
D
Performance Units
2019-01-14
4
D
0
16280
D
Common Stock
16280
0
D
Includes the purchase of 203 shares of stock under the Engility Employee Stock Purchase Plan.
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.
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, 42,051 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 18,923 shares of SAIC common stock.
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, 16,280 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 7,326 shares of SAIC common stock.
/s/ Jon Brooks as Attorney-in-Fact
2019-01-14