X0306 4 2019-01-11 0001544229 Engility Holdings, Inc. EGL 0001007921 BARTER JOHN W C/O ENGILITY HOLDINGS, INC. 4803 STONECROFT BOULEVARD CHANTILLY VA 20151 true Common Stock 2019-01-11 4 M 0 3573 A 14523 D Common Stock 2019-01-11 4 M 0 3971 A 18494 D Common Stock 2019-01-11 4 M 0 1192 A 19686 D Restricted Stock Units 2019-01-11 4 M 0 3573 D Common Stock 3573 0 D Restricted Stock Units 2019-01-11 4 M 0 3971 D Common Stock 3971 0 D Restricted Stock Units 2019-01-11 4 M 0 1192 D Common Stock 1192 0 D Grant of restricted stock units ("RSUs") that vest on the one-year anniversary of the grant date. Vested RSUs do not convert into shares of common stock ("Common Stock") of Engility Holdings, Inc. (the "Company") or (at the discretion of the Compensation Committee of the Company) cash until the earlier of (i) the date on which the Reporting Person ceases to be a director of the Company or (ii) a change of control of the Company. The Board of Directors and Compensation Committee of the Company have elected, pursuant to the pending merger (as defined below) under the Agreement and Plan of Merger, dated as of September 9, 2018, among the Company, Science Applications International Corporation ("SAIC") and Raptors Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of SAIC, with the Company surviving the merger of Merger Sub with and into the Company (the "merger") as a wholly owned subsidiary of SAIC, to accelerate the vesting of all RSUs held by the Reporting Person and settle all vested, but undelivered, RSUs in Common Stock effective January 11, 2019. Grant of RSUs that vested on May 25, 2017. Vested RSUs do not convert into shares of Common Stock or (at the discretion of the Compensation Committee) cash until the earlier of (i) the date on which the Reporting Person ceases to be a director of the Company or (ii) a change of control of the Company. The Board of Directors and Compensation Committee of the Company have elected, pursuant to the pending merger under the Merger Agreement, to accelerate the vesting of all RSUs held by the Reporting Person and settle all vested, but undelivered, RSUs in Common Stock effective January 11, 2019. /s/ Jon Brooks as Attorney-in-Fact 2019-01-14