SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Gambhir Sukhdeep S

(Last)

(First)

(Middle)

11951 FREEDOM DRIVE

(Street)

RESTON

20190

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/02/2016

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Chief Technology Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	20,062.5377⁽¹⁾	D
Common Stock	1,683.5542	I	By Management Stock Compensation Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	03/30/2013	03/29/2019	Common Stock	1,555⁽²⁾	$33.9611	D
Stock Option (Right to Buy)	04/05/2014	04/04/2020	Common Stock	3,889⁽³⁾	$34.835	D
Stock Option (Right to Buy)	04/04/2015	04/03/2021	Common Stock	8,889⁽⁴⁾	$36.85	D
Stock Option (Right to Buy)	04/10/2016	04/09/2022	Common Stock	10,257⁽⁵⁾	$42.69	D
Stock Option (Right to Buy)	04/01/2012	03/31/2018	Common Stock	1,555⁽⁶⁾	$43.499	D

Explanation of Responses:

1. Includes restricted stock awards, restricted share units and/or related divdend equivalents previously granted.

2. An option which vests according to the following schedule: 20% on each of March 30, 2013, March 30, 2014, March 30, 2015 and 40% on March 30, 2016.

3. An option which vests according to the following schedule: 20% on each of April 5, 2014, April 5, 2015, April 5, 2016 and 40% on April 5, 2017.

4. An option which vests according to the following schedule: 25% on each of April 4, 2015, April 4, 2016, April 4, 2017, and April 4, 2018.

5. An option which vests according to the following schedule: 25% on each of April 10, 2016, April 10, 2017, April 10, 2018, and April 10, 2019.

6. An option which is fully vested.

Remarks:

ggambhirpoa.pdf

	Raymond L. Veldman, Attorney-in-Fact	01/11/2016
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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