4//SEC Filing
New Birch Partners, LP 4
Accession 0001140361-19-001209
CIK 0001544229other
Filed
Jan 15, 7:00 PM ET
Accepted
Jan 16, 6:30 PM ET
Size
8.3 KB
Accession
0001140361-19-001209
Insider Transaction Report
Form 4
Birch Partners, LP
10% Owner
Transactions
- Other
Common Stock, par value $0.01 per share
2019-01-14−17,920,892→ 0 total
Birch GP, LLC
10% Owner
Transactions
- Other
Common Stock, par value $0.01 per share
2019-01-14−17,920,892→ 0 total
Footnotes (3)
- [F1]On January 14, 2019, Science Applications International Corporation ("SAIC") acquired Engility Holdings, Inc. (the "Issuer") pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, SAIC and Raptors Merger Sub, Inc., a direct wholly-owned subsidiary of SAIC ("Merger Sub"), dated as of September 9, 2018 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of SAIC (the "Merger").
- [F2]Pursuant to the terms of the Merger Agreement, each outstanding share of common stock, par value $0.01 per share, of the Issuer, issued and outstanding immediately prior to the effective time of the Merger (other than shares owned by the Issuer or any of its subsidiaries), automatically converted into the right to receive 0.450 validly issued, fully paid and non-assessable shares of SAIC common stock.
- [F3]Reflects securities held directly by New Birch Partners, LP (f/k/a Birch Partners, LP). Birch GP, LLC was the general partner of New Birch Partners, LP. The members of Birch GP, LLC were KKR 2006 Fund L.P. and General Atlantic Partners 85, L.P. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, New Birch Partners, LP, Birch GP, LLC, KKR 2006 Fund L.P. or General Atlantic Partners 85, L.P. are the beneficial owners of any securities reported herein, and such persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
Documents
Issuer
Engility Holdings, Inc.
CIK 0001544229
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001634478
Filing Metadata
- Form type
- 4
- Filed
- Jan 15, 7:00 PM ET
- Accepted
- Jan 16, 6:30 PM ET
- Size
- 8.3 KB