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^*

Kuenzel Catherine

(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)
	EVP and GM, Homeland Security

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2015

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	11/30/2015		A⁽¹⁾		7,887	A	$0	7,888⁽¹⁾	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 Unit	⁽²⁾	11/30/2015		A		1,031		⁽³⁾	⁽³⁾	Common Stock	1,031	$0	1,031	D
Employee Stock Options (right to buy)	$20.14	11/30/2015		A		12,722		⁽⁴⁾	05/20/2023⁽⁵⁾	Common Stock	12,722	$0	12,722	D
Employee Stock Options (right to buy)	$27.47	11/30/2015		A		8,826		⁽⁶⁾	05/16/2024⁽⁵⁾	Common Stock	8,826	$0	8,826	D
Employee Stock Options (right to buy)	$30.89	11/30/2015		A		13,121		⁽⁷⁾	05/22/2025⁽⁵⁾	Common Stock	13,121	$0	13,121	D

Explanation of Responses:

1. Computer Sciences Corporation ("CSC") stockholders of record on November 18, 2015 ("Record Date") received one share of CSRA Inc. ("CSRA") common stock for every one share of CSC common stock held on the Record Date. The total direct beneficial ownership reflects shares acquired by the reporting person in connection with the accelerated vesting and settlement of Computer Sciences Corporation ("CSC") performance-vested restricted stock units upon the distribution of CSRA.

2. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

3. The time-vested restricted stock units will vest 50% in May 2016 and 50% in May 2017.

4. The stock options vested on the grant date.

5. This option is no longer exercisable beginning on this date.

6. The stock options vested two-thirds on the grant date and the remaining one-third vest 50% in May 2016 and 50% in May 2017.

7. The stock options vest in annual one-third installments beginning on May 22, 2016.

Remarks:

	Paul D. Burns, Attorney-in-Fact	12/02/2015
	** 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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