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^*

Luebke William

(Last)

(First)

(Middle)

3170 FAIRVIEW PARK DRIVE

(Street)

FALLS CHURCH

22042

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CSRA Inc. [ CSRA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President, Controller

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2018

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	04/03/2018		D		746	D	⁽¹⁾	0	D

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)
Restricted Stock Units (PerformanceVested)	⁽²⁾	04/03/2018		D			301	⁽⁴⁾	⁽⁴⁾	Common Stock	301	⁽⁴⁾	0	D
Restricted Stock Units (PerformanceVested)	⁽²⁾	04/03/2018		D			3,215	⁽⁴⁾	⁽⁴⁾	Common Stock	3,215	⁽⁴⁾	0	D
Restricted Stock Units (PerformanceVested)	⁽²⁾	04/03/2018		D			2,879	⁽⁴⁾	⁽⁴⁾	Common Stock	2,879	⁽⁴⁾	0	D
Restricted Stock Units	⁽³⁾	04/03/2018		D			708	⁽⁵⁾	⁽⁵⁾	Common Stock	708	⁽⁵⁾	0	D
Restricted Stock Units	⁽³⁾	04/03/2018		D			1,919	⁽⁵⁾	⁽⁵⁾	Common Stock	1,919	⁽⁵⁾	0	D
Restricted Stock Units	⁽³⁾	04/03/2018		D			3,558	⁽⁶⁾	⁽⁶⁾	Common Stock	3,558	⁽⁶⁾	0	D
Stock Options (right to buy)	$27.53	04/03/2018		D			1,251	⁽⁷⁾	12/15/2025	Common Stock	1,251	⁽⁷⁾	0	D
Stock Options (right to buy)	$24.77	04/03/2018		D			8,860	⁽⁷⁾	05/31/2026	Common Stock	8,860	⁽⁷⁾	0	D
Stock Options (right to buy)	$20.14	04/03/2018		D			948	⁽⁷⁾	05/20/2023	Common Stock	948	⁽⁷⁾	0	D
Stock Options (right to buy)	$27.47	04/03/2018		D			800	⁽⁷⁾	05/16/2024	Common Stock	800	⁽⁷⁾	0	D
Stock Options (right to buy)	$30.89	04/03/2018		D			3,392	⁽⁷⁾	05/22/2025	Common Stock	3,392	⁽⁷⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of February 9, 2018 (as amended, the "Merger Agreement"), between CSRA Inc. ("Company"), General Dynamics Corporation ("Parent") and Red Hawk Enterprises Corp. ("Merger Sub"), on April 3, 2018, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $41.25 in cash, net of applicable withholding taxes and without interest ("Merger Consideration").

2. Each performance-vesting restricted stock unit ("PSU") represents a contingent right to receive one share of the Company's common stock.

3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Company's common stock.

4. Pursuant to the Merger Agreement, each PSU outstanding immediately prior to the effective time of the Merger became fully vested at the target level of vesting and was canceled and converted into the right to receive, for each Share subject to such then-vested PSU, the Merger Consideration.

5. Pursuant to the Merger Agreement, each RSU granted prior to 2018, outstanding immediately prior to the effective time of the Merger, became fully vested and canceled and converted into the right to receive, for each Share subject to such RSU, the Merger Consideration.

6. Pursuant to the Merger Agreement, each outstanding RSU granted in 2018, at the effective time of the Merger was converted into (i) restricted stock units that are subject to shares of the common stock of Parent (par value $0.001 per share) and (ii) a right to a cash payment of any dividend equivalents accumulated or retained by the Company prior to the effective time of the Merger. Each RSU granted in 2018 will be converted into restricted stock units of the Parent by multiplying the number of Shares subject to each such RSU by the fraction determined by dividing (A) $41.25 per share by (B) the average of the volume-weighted average price per share of the Parent's common stock trading on the New York Stock Exchange for each of the 20 consecutive business days ending on (and including) the date of the Merger.

7. Pursuant to the Merger Agreement, each option outstanding immediately prior to the effective time of the Merger, whether vested or unvested, became fully vested, canceled and converted into the right to receive a lump-sum cash payment, without interest, in the amount of the Option Consideration, with respect to such option. "Option Consideration" means, with respect to an option an amount equal to the product of (A) the excess, if any, of the Merger Consideration over the applicable exercise price per Share subject to such option multiplied by (B) the number of Shares subject to such option.

	/s/ William J. Haynes II, Attorney-in-Fact	04/03/2018
	** Signature of Reporting Person	Date
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