0000950142-18-000774.txt : 20180403 0000950142-18-000774.hdr.sgml : 20180403 20180403214129 ACCESSION NUMBER: 0000950142-18-000774 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180403 FILED AS OF DATE: 20180403 DATE AS OF CHANGE: 20180403 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Prior Lawrence B III CENTRAL INDEX KEY: 0001343878 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37494 FILM NUMBER: 18735770 MAIL ADDRESS: STREET 1: 10260 CAMPUS POINT DRIVE STREET 2: M/S 1-4-1 CITY: SAN DIEGO STATE: CA ZIP: 92121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CSRA Inc. CENTRAL INDEX KEY: 0001646383 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 474310550 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3170 FAIRVIEW PARK DRIVE CITY: FALLS CHURCH STATE: VA ZIP: 22042 BUSINESS PHONE: (703) 641-2000 MAIL ADDRESS: STREET 1: 3170 FAIRVIEW PARK DRIVE CITY: FALLS CHURCH STATE: VA ZIP: 22042 FORMER COMPANY: FORMER CONFORMED NAME: Computer Sciences Government Services Inc. DATE OF NAME CHANGE: 20150702 4 1 es1800496_4-prior.xml OWNERSHIP DOCUMENT X0306 4 2018-04-03 1 0001646383 CSRA Inc. CSRA 0001343878 Prior Lawrence B III 3170 FAIRVIEW PARK DRIVE FALLS CHURCH VA 22042 1 1 0 0 President and CEO Common Stock 2018-04-03 4 D 0 76464 D 0 D Common Stock 2018-04-03 4 D 0 462 D 0 I 401(k) Restricted Stock Units (PerformanceVested) 2018-04-03 4 D 0 26918 D Common Stock 26918 0 D Restricted Stock Units (PerformanceVested) 2018-04-03 4 D 0 7692 D Common Stock 7692 0 D Restricted Stock Units (PerformanceVested) 2018-04-03 4 D 0 96452 D Common Stock 96452 0 D Restricted Stock Units (PerformanceVested) 2018-04-03 4 D 0 49636 D Common Stock 49636 0 D Restricted Stock Units 2018-04-03 4 D 0 78616 D Common Stock 78616 0 D Restricted Stock Units 2018-04-03 4 D 0 62380 D Common Stock 62380 0 D Stock Options (right to buy) 27.53 2018-04-03 4 D 0 31951 D 2025-12-15 Common Stock 31951 0 D Stock Options (right to buy) 24.77 2018-04-03 4 D 0 265797 D 2026-05-31 Common Stock 265797 0 D Stock Options (right to buy) 20.39 2018-04-03 4 D 0 18692 D 2023-06-17 Common Stock 18692 0 D Stock Options (right to buy) 27.47 2018-04-03 4 D 0 10288 D 2024-05-16 Common Stock 10288 0 D Stock Options (right to buy) 30.89 2018-04-03 4 D 0 77562 D 2025-05-22 Common Stock 77562 0 D Stock Options (right to buy) 27.94 2018-04-03 4 D 0 10877 D 2024-12-15 Common Stock 10877 0 D 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"). Each performance-vesting restricted stock unit ("PSU") represents a contingent right to receive one share of the Company's common stock. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Company's common stock. 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. 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. 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. 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 2018-04-03