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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 | ||||||||
Performance Units | (1) | 12/21/2018 | M | 20,467 | (1) | (1) | Common Stock | 20,467 | $ 0 | 0 | D | ||||
Restricted Stock Units | (4) | 12/21/2018 | M | 4,899 | (4) | (4) | Common Stock | 4,899 | $ 0 | 0 | D | ||||
Restricted Stock Units | (4) | 12/21/2018 | M | 11,789 | (4) | (4) | Common Stock | 11,789 | $ 0 | 0 | D | ||||
Restricted Stock Units | (6) | 12/21/2018 | M | 6,823 | (6) | (6) | Common Stock | 6,823 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
REHBERGER WAYNE M C/O ENGILITY HOLDINGS, INC. 4803 STONECROFT BOULEVARD CHANTILLY, VA 20151 |
Senior Vice President and CFO |
/s/ Jon Brooks as Attorney-in-Fact | 12/26/2018 | |
**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) | Reflects the annual grant of performance units. Performance units cliff-vest on the third anniversary of the date of grant, with the number of shares delivered based on the Company's performance relative to its peers in terms of revenue growth and total stockholder return. |
(2) | Includes the purchase of 173 shares of stock under the Engility Employee Stock Purchase Plan. |
(3) | Reflects shares withheld to cover the payment of taxes upon the vesting of performance units. |
(4) | Reflects the annual grant of Restricted Stock Units ("RSUs") that vest over three years from the date of grant - one-third (1/3) on the first anniversary, one-third (1/3) on the second anniversary, and one-third (1/3) 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). |
(5) | Reflects shares withheld to cover the payment of taxes upon the vesting of restricted stock units. |
(6) | 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). |