| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Engility Holdings, Inc. [ EGL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/18/2012 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/18/2012 | A | 6,539(1)(2) | A | $0.00 | 6,677(6) | D | |||
| Common Stock | 07/18/2012 | A | 6,732(1)(3) | A | $0.00 | 13,409 | D | |||
| Common Stock | 07/18/2012 | A | 9,922(1)(4) | A | $0.00 | 23,331 | D | |||
| Common Stock | 07/18/2012 | A | 11,295(1)(5) | A | $0.00 | 34,626 | D | |||
| Common Stock | 07/18/2012 | A | 27,149(7) | A | $0.00 | 61,775 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $17.97 | 07/18/2012 | A | 16,746(1) | (8) | 03/15/2015 | Common Stock | 16,746 | $0.00 | 16,746 | D | ||||
| Employee Stock Option (Right to Buy) | $17.25 | 07/18/2012 | A | 16,746(1) | (9) | 08/02/2016 | Common Stock | 16,746 | $0.00 | 16,746 | D | ||||
| Explanation of Responses: |
| 1. Represents equity awards granted by L-3 Communications Holdings, Inc. that have been converted into equity awards of Engility Holdings, Inc. in connection with the spin-off of Engility Holdings, Inc. from L-3 Communications Holdings, Inc. |
| 2. Grant of restricted stock units which vest on the three-year anniversary of the grant date, which was 7/28/2009. |
| 3. Grant of restricted stock units which vest on the three-year anniversary of the grant date, which was 2/23/2010. |
| 4. Grant of restricted stock units which vest on the three-year anniversary of the grant date, which was 2/24/2011. |
| 5. Grant of restricted stock units which vest on the three-year anniversary of the grant date, which was 2/22/2012. |
| 6. Includes additional shares acquired in the spin-off through L-3 Communications Holdings, Inc.'s Employee Stock Purchase Plan or Master Savings (401(k)) Plan. |
| 7. Reflects restricted stock units granted to senior management in connection with the spin-off. Restricted stock units vest on the three-year anniversary of the grant date. |
| 8. Represents an option, which provided for vesting annually in equal one-third increments beginning on 3/15/2006, granted by L-3 Communications Holdings, Inc. and which was assumed by Engility Holdings, Inc. in the spin-off and replaced with an option to purchase 16,746 shares of Engility Holdings, Inc. for $17.97 per share with the same vesting terms. |
| 9. Represents an option, which provided for vesting annually in equal one-third increments beginning on 8/2/2007, granted by L-3 Communications Holdings, Inc. and which was assumed by Engility Holdings, Inc. in the spin-off and replaced with an option to purchase 16,746 shares of Engility Holdings, Inc. for $17.25 per share with the same vesting terms. |
| /s/ Jon Brooks as Attorney-in-Fact | 07/20/2012 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||