SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Jumper John P

(Last)

(First)

(Middle)

11951 FREEDOM DRIVE

(Street)

RESTON

20190

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Leidos Holdings, Inc. [ LDOS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/04/2015		M		144,262	A	$33.9611	335,290.0536	D
Common Stock	11/04/2015		M		96,174	A	$34.835	431,464.0536	D
Common Stock	11/04/2015		F		77,670⁽¹⁾	D	$55.11	353,794.0536	D
Common Stock	11/04/2015		F		115,309⁽¹⁾	D	$55.11	238,485.0536	D
Common Stock	11/05/2015		S		47,457	D	$55.0783⁽²⁾	191,028.0536	D
Common Stock								4,974.6307	I	By Key Executive Stock Deferral Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$33.9611	11/04/2015		M			144,262⁽³⁾	03/30/2013	⁽⁴⁾	Common Stock	144,262	$33.9611	96,177	D
Stock Option (Right to Buy)	$34.835	11/04/2015		M			96,174⁽⁵⁾	04/05/2014	⁽⁶⁾	Common Stock	96,174	$34.835	144,265	D

Explanation of Responses:

1. Transaction involved the surrender of shares to Leidos Holdings, Inc. to pay the exercise price and taxes for options exercised.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.91 to $55.23, inclusive. The reporting person undertakes to provide to Leidos Holdings, Inc., any security holder of Leidos Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the aforementioned range.

3. Relates to options granted March 30, 2012.

4. Expires March 29, 2019

5. Relates to options granted April 5, 2013.

6. Expires April 4, 2020

	/s/ Raymond L. Veldman, Attorney-in-Fact	11/06/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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