SEC FORM 4

SEC Form 4

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^*

SALEH PAUL N

(Last)

(First)

(Middle)

1775 TYSONS BOULEVARD

(Street)

TYSONS

22102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMPUTER SCIENCES CORP [ CSC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec Vice President and CFO

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/15/2016		M		14,032	A	$0.0000	92,847	D
Common Stock	06/15/2016		F		6,694	D	$51.67	86,153	D
Common Stock								439	I	By 401(k)⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (Performance Vested)	$0.0000⁽²⁾	06/15/2016		A		39,534		⁽²⁾	⁽²⁾	Common Stock	39,534	$0.0000	39,534	D
Restricted Stock Units (Performance Vested)	$0.0000⁽³⁾	06/15/2016		M			14,032	06/15/2016⁽³⁾	⁽³⁾	Common Stock	14,032	⁽³⁾	0.0000	D

Explanation of Responses:

1. Shares held by Trustee pursuant to the Computer Sciences Corporation (CSC) Matched Asset Plan (401(k) Plan).

2. One third of the performance-vested Restricted Stock Units (PSUs) awarded on December 15, 2015 were earned based on achievement of earnings per share for Fiscal 2016 that exceeded the threshold performance level established under the terms of the award. The earned PSUs will vest on December 15, 2016 subject to the reporting person's continued employment with Computer Sciences Corporation (CSC), and will settle on the earlier of December 15, 2018 or the reporting person's separation from service with CSC.

3. One quarter of the target number of annual performance-vesting Restricted Stock Units awarded in Fiscal 2016 vested based on earnings per share for Fiscal 2016 that exceeded the threshold performance level established under the terms of the award.

	Indira Lall - Attorney-In-Fact	06/17/2016
	** 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.
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