4//SEC Filing
DENNING STEVEN A 4
Accession 0001140361-19-001069
CIK 0001544229other
Filed
Jan 13, 7:00 PM ET
Accepted
Jan 14, 9:02 PM ET
Size
7.9 KB
Accession
0001140361-19-001069
Insider Transaction Report
Form 4
DENNING STEVEN A
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2019-01-14−8,960,446→ 0 total(indirect: See footnotes)
Footnotes (3)
- [F1]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.
- [F2]By Birch Partners, LP (now New Birch Partners, LP) ("Birch Partners"). Birch Partners directly held all of the shares of common stock of the Company reported herein (the "Shares"). Birch GP, LLC was the general partner of Birch Partners. The members of Birch GP, LLC were General Atlantic Partners 85, L.P., a Delaware limited partnership ("GAP 85"), and KKR 2006 Fund L.P. The limited partners of Birch Partners include GAP 85, GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"), and GAPCO GmbH & Co., KG, a German limited partnership ("KG" and, together with GAP 85, GAPCO III, GAPCO IV and GAPCO CDA, the "GA Funds"), as well as other investors. Collectively, the GA Funds may be deemed to have had an indirect beneficial interest in 8,960,446 Shares previously held by Birch Partners.
- [F3]Mr. Denning is the Chairman and a Managing Director of General Atlantic LLC ("GA LLC"). GA LLC is the general partner of General Atlantic GenPar, L.P., a Delaware limited partnership, which is the general partner of GAP 85. GA LLC is also the managing member of GAPCO III and GAPCO IV, and the general partner of GAPCO CDA. In addition, the managing directors of GA LLC control the voting and investment decisions of GAPCO Management GmbH, a German corporation, which is the general partner of KG. Mr. Denning disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes.
Documents
Issuer
Engility Holdings, Inc.
CIK 0001544229
Entity typeother
Related Parties
1- filerCIK 0001193340
Filing Metadata
- Form type
- 4
- Filed
- Jan 13, 7:00 PM ET
- Accepted
- Jan 14, 9:02 PM ET
- Size
- 7.9 KB