X0306 4 2013-10-28 0 0001544229 Engility Holdings, Inc. EGL 0001358706 ABRAMS CAPITAL MANAGEMENT, L.P. 222 BERKELEY STREET, 21ST FLOOR BOSTON MA 02116 0 0 1 0 0001112443 ABRAMS CAPITAL LLC 222 BERKELEY STREET 21ST FLOOR BOSTON MA 02116 0 0 1 0 0001292250 Abrams David C 222 BERKELEY STREET 21ST FLOOR BOSTON MA 02116 0 0 1 0 0001165407 ABRAMS CAPITAL MANAGEMENT, LLC 222 BERKELEY STREET, 21ST FLOOR BOSTON MA 02116 0 0 1 0 Common Stock 2013-10-28 4 S 0 200 32.20 D 1837486 I See Footnotes Common Stock 2013-10-28 4 S 0 300 31.95 D 1837186 I See Footnotes These securities are held by investment funds, the general partner and/or investment adviser of which is directly or indirectly controlled by David C. Abrams. In such capacity, Mr. Abrams may be deemed to beneficially own the reported securities. These securities are held by investment funds, for which Abrams Capital Management, L.P. (the "LP") serves as investment adviser. Abrams Capital Management, LLC (the "LLC") serves as the general partner of the LP. In their respective capacities, each of the LP and the LLC may be deemed to beneficially own the reported securities. A portion of these securities are held by investment funds for which Abrams Capital, LLC ("Abrams Capital") serves as general partner. In such capacity, Abrams Capital may be deemed to beneficially own the reported securities. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. Of the shares of Common Stock sold on October 28, 2013, (i) 188 shares sold at $32.20 per share and 283 shares sold at $31.95 per share may be deemed to have been beneficially owned by Abrams Capital; and (ii) all shares reported herein as having been sold on such date may be deemed to have been beneficially owned by Mr. Abrams, the LP and the LLC. As of October 28, 2013, Abrams Capital may be deemed to beneficially own 1,730,839 shares of Common Stock and Mr. Abrams, the LP and the LLC may be deemed to beneficially own 1,837,186 shares of Common Stock. /s/ Abrams Capital Management, L.P., by Abrams Capital Management, LLC, the General Partner, by David C. Abrams, Managing Member 2013-10-30 /s/ Abrams Capital Management, LLC, by David C. Abrams, Managing Member 2013-10-30 /s/ Abrams Capital, LLC, by David C. Abrams, Managing Member 2013-10-30 /s/ David C. Abrams 2013-10-30