X0306 4 2019-01-14 true 0001544229 Engility Holdings, Inc. EGL 0001239231 REHBERGER WAYNE M C/O ENGILITY HOLDINGS, INC. 4803 STONECROFT BOULEVARD CHANTILLY VA 20151 true Senior Vice President and CFO Common Stock 2019-01-14 4 D 0 48485 D 0 D Performance Units 2019-01-14 4 D 0 42051 D Common Stock 42051 0 D Performance Units 2019-01-14 4 D 0 16280 D Common Stock 16280 0 D Includes the purchase of 203 shares of stock under the Engility Employee Stock Purchase Plan. Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 9, 2018, among Engility Holdings, Inc. (the "Company"), Science Applications International Corporation ("SAIC") and Raptors Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of SAIC, each share of the Company's common stock owned by the reporting person immediately prior to the effective time (the "Effective Time") of the merger of Merger Sub with and into the Company (the "merger"), with the Company surviving the merger as a wholly owned subsidiary of SAIC, was, upon the Effective Time, converted into the right to receive 0.450 shares of common stock of SAIC, with cash in lieu of fractional shares. The performance criteria applicable to the performance units ("PUs") held by the reporting person for the performance period beginning January 1, 2018 and ending on the date immediately preceding the date of the Effective Time were deemed attained at 237.8% of target performance. Pursuant to the terms of the Merger Agreement and the attainment of such performance criteria, 42,051 PUs granted by the Company on February 2, 2018 that were unvested and outstanding as of the Effective Time were assumed by SAIC in the merger and replaced with RSUs that vest solely based on the passage of time for 18,923 shares of SAIC common stock. The performance criteria applicable to the PUs held by the reporting person for the performance period beginning January 1, 2017 and ending on the date immediately preceding the date of the Effective Time were deemed attained at 147.7% of target performance. Pursuant to the terms of the Merger Agreement and the attainment of such performance criteria, 16,280 PUs granted by the Company on February 23, 2017 that were unvested and outstanding as of the Effective Time were assumed by SAIC in the merger and replaced with RSUs that vest solely based on the passage of time for 7,326 shares of SAIC common stock. /s/ Jon Brooks as Attorney-in-Fact 2019-01-14