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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Perspecta Inc. [ PRSP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/31/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 06/04/2018 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/31/2018 | J(1) | 136 | A | $0.00 | 136 | D | |||
Common Stock | 05/31/2018 | A | 1,122(2)(3) | A | $0.00 | 1,258(4) | D | |||
Common Stock | 05/31/2018 | F | 110 | D | $21.97 | 1,148(4) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Options (right to buy) | $16.62(5) | 05/31/2018 | A | 8,006(5)(6) | 05/31/2018 | 12/09/2022 | Common Stock | 8,006(5) | $0.00 | 8,006(5) | D | ||||
Options (right to buy) | $11.88(5) | 05/31/2018 | A | 4,736(5)(6) | 05/31/2018 | 12/08/2023 | Common Stock | 4,736(5) | $0.00 | 4,736(5) | D |
Explanation of Responses: |
1. DXC Technology Company ("DXC") stockholders of record on May 25, 2018 ("Record Date") received one share of Perspecta Inc. ("Perspecta") common stock for every two shares of DXC common stock held on the Record Date (the "Spin-Off"). The total direct beneficial ownership reflects the shares acquired by the reporting person from the pro rata distribution on May 31, 2018. |
2. Award of restricted stock units (RSUs). Time-vesting RSUs of DXC were converted into time-vesting RSUs of Perspecta. Each RSU entitles the reporting person to receive one share of common stock upon the vesting date. One third of the RSUs vested on May 31, 2018 and will settle on June 30, 2018, the remaining two-thirds will vest and settle annually in equal installments starting on May 31, 2019. |
3. This Form 4 is being amended to correct a rounding error in the calculation of the conversion of DXC RSUs into Perspecta RSUs. |
4. Amount reported includes unvested RSUs. |
5. This Form 4 is being amended to correct a rounding error in the calculation of the conversion of DXC Options into Perspecta Options. |
6. Options were acquired of at the effective time of the Spin-Off by conversion of each option to purchase one share of common stock of DXC into an option to purchase one share of common stock of Perspecta on the same terms and conditions that were in effect immediately prior to the consummation of the Spin-Off. |
Remarks: |
James L. Gallagher, Attorney-In-Fact | 08/14/2018 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |