4//SEC Filing
TOBIN WILLIAM G 4
Accession 0001140361-19-001047
CIK 0001544229other
Filed
Jan 13, 7:00 PM ET
Accepted
Jan 14, 8:29 PM ET
Size
19.5 KB
Accession
0001140361-19-001047
Insider Transaction Report
Form 4
TOBIN WILLIAM G
Director
Transactions
- Exercise/Conversion
Restricted Stock Units
2019-01-11−177→ 0 total→ Common Stock (177 underlying) - Exercise/Conversion
Common Stock
2019-01-11+4,284→ 18,118 total - Exercise/Conversion
Common Stock
2019-01-11+177→ 18,295 total - Exercise/Conversion
Restricted Stock Units
2019-01-11−3,971→ 0 total→ Common Stock (3,971 underlying) - Exercise/Conversion
Common Stock
2019-01-11+3,573→ 9,863 total - Exercise/Conversion
Common Stock
2019-01-11+3,971→ 13,834 total - Exercise/Conversion
Restricted Stock Units
2019-01-11−3,573→ 0 total→ Common Stock (3,573 underlying) - Exercise/Conversion
Restricted Stock Units
2019-01-11−4,284→ 0 total→ Common Stock (4,284 underlying)
Footnotes (4)
- [F1]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.
- [F2]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 (other than deferred compensation) in Common Stock effective January 11, 2019.
- [F3]Represents an interim grant of RSUs that vests on the earliest of (i) the first anniversary of the grant date (or if earlier, the date of the Company's first regular annual meeting of stockholders held after the grant date), (ii) the termination of the Reporting Person's service as a director of the Company by reason of death or permanent disability or (iii) a change in control of the Company. Vested RSUs do not convert into shares of common stock of the Company or cash, which determination will be made at the sole discretion of the Company's Compensation Committee (or a subcommittee thereof), until the earlier of (A) the date on which the Reporting Person ceases to be a director of the Company or (B) the occurrence of a change in control of the Company that constitutes a "Section 409A Change in Control Event" (as defined in applicable Treasury regulations).
- [F4]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 (other than deferred compensation) in Common Stock effective January 11, 2019.
Documents
Issuer
Engility Holdings, Inc.
CIK 0001544229
Entity typeother
Related Parties
1- filerCIK 0001244906
Filing Metadata
- Form type
- 4
- Filed
- Jan 13, 7:00 PM ET
- Accepted
- Jan 14, 8:29 PM ET
- Size
- 19.5 KB