Statement of Changes in Beneficial Ownership (4)
April 05 2017 - 5:17AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Hilton Stephen
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2. Issuer Name
and
Ticker or Trading Symbol
COMPUTER SCIENCES CORP
[
CSC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Exec VP & GM GIS
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(Last)
(First)
(Middle)
1775 TYSONS BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2017
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(Street)
TYSONS, VA 22102
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4/1/2017
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D
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10052
(1)
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D
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$0
(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Options (rights to buy)
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$30.73
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4/1/2017
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D
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147820
(2)
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5/22/2016
(3)
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5/22/2025
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Common Stock
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147820.0
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$0
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0
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D
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Options (rights to buy)
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$49.24
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4/1/2017
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D
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89965
(2)
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5/27/2017
(4)
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5/27/2026
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Common Stock
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89965.0
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$0
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0
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D
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Restricted Stock Units
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$0.0
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4/1/2017
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D
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4852
(5)
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5/27/2017
(6)
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(6)
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Common Stock
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4852.0
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$0
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0
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D
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Explanation of Responses:
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(1)
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Each share of Common Stock was disposed of at the effective time of the merger of Computer Sciences Corporation (the "Company") with and into New Everett Merger Sub, Inc. on April 1, 2017 (the "Merger") by conversion into one share of common stock of DXC Technology Company.
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(2)
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Each Option was disposed of at the effective time of the Merger by conversion into one option to purchase one share of common stock of DXC Technology Company on the same terms and conditions that were in effect immediately prior to the consummation of the Merger.
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(3)
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This option is exercisable in three equal annual installments beginning May 22, 2016.
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(4)
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This option is exercisable in three equal annual installments beginning May 27, 2017.
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(5)
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Restricted Stock Units (RSUs) were disposed of at the effective time of the Merger by conversion into restricted stock units of DXC Technology Company on the same terms and conditions that were in effect immediately prior to the consummation of the Merger.
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(6)
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Each RSU granted as part of the Fiscal 2017 Retention Award entitles the reporting person to receive one share of common stock upon the vesting date. The RSUs vest on May 27, 2017.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Hilton Stephen
1775 TYSONS BOULEVARD
TYSONS, VA 22102
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Exec VP & GM GIS
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Signatures
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William L. Deckelman, Jr., Attorney-In-Fact
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4/4/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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 control number.
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