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
DXC Technology Co [ DXC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/01/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 06/09/2017 |
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 | 04/01/2017 | P | 380,729(1) | A | $0(1) | 380,729 | D | |||
Common Stock | 04/01/2017 | M | 356,225(2) | A | $0(2) | 736,954 | D | |||
Common Stock | 04/01/2017 | M | 78,382(3) | A | $0(3) | 815,336 | D | |||
Common Stock | 04/01/2017 | M | 48,102(4) | A | $0(4) | 863,438 | D | |||
Common Stock | 04/01/2017 | M | 4,666(5) | A | $0(5) | 868,104 | D | |||
Common Stock | 04/01/2017(6) | F | 221,994 | D | $78.66 | 646,110 | D |
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 | ||||||||
Options (rights to buy) | $12.28 | 04/01/2017 | A | 4,292(7) | 04/01/2017(7) | 04/16/2022 | Common Stock | 4,292 | $0 | 4,292 | D | ||||
Options (rights to buy) | $27.32 | 04/01/2017 | A | 86,151(7) | 04/01/2017(7) | 05/16/2024 | Common Stock | 86,151 | $0 | 86,151 | D | ||||
Options (rights to buy) | $30.73 | 04/01/2017 | A | 379,026(7) | 04/01/2017(7) | 05/22/2025 | Common Stock | 379,026 | $0 | 379,026 | D | ||||
Options (rights to buy) | $49.24 | 04/01/2017(8) | A | 134,564(8) | (8) | 05/27/2026 | Common Stock | 134,564 | $0 | 134,564 | D | ||||
Restricted Stock Units (Performance Vested) | $0.0 | 04/01/2017 | M | 356,225(2) | (2) | (2) | Common Stock | 356,225 | $0 | 0 | D | ||||
Restricted Stock Units (Performance Vested) (2) | $0.0 | 04/01/2017 | M | 78,382(3) | (3) | (3) | Common Stock | 78,382 | $0 | 0 | D | ||||
Restricted Stock Units (1) | $0.0 | 04/01/2017 | A | 78,382(9) | (9) | (9) | Common Stock | 78,382 | $0 | 78,382 | D | ||||
Restricted Stock Units (1) | $0.0 | 04/01/2017(10) | A | 110,408(10) | (10) | (10) | Common Stock | 110,408 | $0 | 188,790 | D | ||||
Restricted Stock Units (2) | $0.0 | 04/01/2017 | M | 48,102(4) | (4) | (4) | Common Stock | 48,102 | $0 | 0 | D | ||||
Restricted Stock Units (3) | $0.0 | 04/01/2017 | M | 4,666(5) | (5) | (5) | Common Stock | 4,666 | $0 | 0 | D | ||||
Restricted Stock Units (1) | $0.0 | 04/01/2017 | A | 127,076 | (11) | (11) | Common Stock | 127,076 | $0 | 315,866 | D |
Explanation of Responses: |
1. Computer Sciences Corporation ("CSC") stockholders at the effective time of the merger of Computer Sciences Corporation with and into New Everett Merger Sub, Inc. on April 1, 2017 (the "Merger") received one share of common stock of DXC Technology Company (the "Company") in exchange for one share CSC common stock held at the effective time of the Merger. The total direct beneficial ownership reflects the shares acquired by the reporting person in connection with the Merger on April 1, 2017. |
2. Performance-vesting restricted stock units of CSC were converted into performance-vesting restricted stock units of the Company and vested early on April 1, 2017 at the effective time of the Merger. |
3. 50% of Fiscal 2017 performance-vesting restricted stock units of CSC converted into performance-vesting restricted stock units of the Company and vested early on April 1, 2017 at the effective time of the Merger. |
4. Time-vesting restricted stock units of CSC were converted into time-vesting restricted stock units of the Company and vested early on April 1, 2017 at the effective time of the Merger. |
5. 50% of Fiscal 2017 time-vesting restricted stock units of CSC converted into time-vesting restricted stock units of the Company and vested early on April 1, 2017 at the effective time of the Merger. |
6. This Form 4 is being amended to report shares withheld for tax liabilities. |
7. Options were acquired at the effective time of the Merger by the conversion of each option to purchase one share of common stock of CSC into one option to purchase one share of common stock of the Company and vested early on April 1, 2017 upon the effective time of the Merger. |
8. This Form 4 is being amended to correct the number of options acquired at the time of the Merger. Options were acquired at the effective time of the Merger by conversion of one third of the reporting person's Fiscal 2017 options to purchase shares of common stock of CSC into options to purchase shares of common stock of the Company and vested early on April 1, 2017 at the effective time of the Merger. |
9. 50% of Fiscal 2017 performance-vesting restricted stock units of CSC converted into time-vesting restricted stock units of the Company on April 1, 2017 upon the effective time of the Merger. The restricted stock units will vest in two equal installments on May 27, 2018 and May 27, 2019. |
10. This Form 4 is being amended to report the acquisition of additional time-vesting restricted stock units. Time-vesting restricted stock units were acquired at the effective time of the Merger by conversion of two thirds of the issued Fiscal 2017 options to purchase shares of common stock of CSC into time-vesting restricted stock units of the Company. The restricted stock units will vest in two equal annual installments beginning on May 27, 2018. |
11. This Form 4 is being amended to report the acquisition of additional time-vesting restricted stock units inadvertently omitted from the original Form 4 filing. Represents the portion of the December 2015 performance-vesting restricted stock units of CSC which converted into time-vesting restricted stock units of the Company on April 1, 2017 upon the effective time of the Merger. The time-vesting restricted stock units will vest on December 15, 2018. |
Remarks: |
William L. Deckelman, Jr., Attorney-in-Fact | 12/18/2018 | |
** 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. |