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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (3) | 04/15/2016 | A | 4,685 | (3) | (3) | Common Stock | 4,685 | $ 0 | 4,685 | D | ||||
Restricted Stock Units | (4) | 04/15/2016 | A | 4,685 | (4) | (4) | Common Stock | 4,685 | $ 0 | 4,685 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Harkey Richard B C/O ENGILITY HOLDINGS, INC. 3750 CENTERVIEW DRIVE CHANTILLY, VA 20151 |
VP, CAO, Corporate Controller |
/s/ Jon Brooks as Attorney-in-Fact | 06/07/2016 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.05 to $23.27, inclusive. The reporting person undertakes to provide to Engility Holdings, Inc., any security holder of Engility Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4. |
(2) | Includes an adjustment of 3,119 shares that were inadvertently included in Mr. Harkey's beneficial ownership total on his March 24, 2015 Form 4. |
(3) | Reflects the annual grant of Restricted Stock Units ("RSUs") that vest over three years from the date of grant - 25% on the first anniversary, 25% on the second anniversary, and 50% on the third anniversary. Vested RSUs are settled in shares of common stock of Engility Holdings, Inc. (the "Issuer") or cash, which determination will be made at the sole discretion of the Issuer's Compensation Committee (or a subcommittee thereof). |
(4) | Reflects the grant of restricted stock units that cliff vest on the third anniversary of the grant date. Vested RSUs are settled in shares of common stock of Engility Holdings, Inc. (the "Issuer") or cash, which determination will be made at the sole discretion of the Issuer's Compensation Committee (or a subcommittee thereof). |