Saleh Paul N Form 4 DXC Technology / PAUL N SALEH ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SALEH PAUL N

(Last) (First) (Middle)

1775 TYSONS BOULEVARD

(Street)

TYSONS VA 22102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DXC Technology Co [ DXC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/27/2019		M		14,499	A	$0	186,679(1)	D
Common Stock	05/27/2019		M		20,424	A	$0	207,103(1)	D
Common Stock	05/27/2019(2)		F		14,137	D	$53.08	192,966(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units (2)	$0.0	05/27/2019		M			14,499	(3)	(3)	Common Stock	14,499	$0	50,631(4)	D
Restricted Stock Units (2)	$0.0	05/27/2019		M			20,424	(3)	(3)	Common Stock	20,424	$0	30,207(4)	D

Explanation of Responses:

1. Amount reported includes unvested Restricted Stock Units ("RSUs") and vested, unreleased Career Shares.

2. Shares withheld to satisfy tax liabilities arising from RSUs that vested on May 27, 2019. Price used was the fair market value as of May 24, 2019, due to May 27, 2019 being a federal holiday.

3. Each RSU entitles the reporting person to receive one share of common stock on the vesting date. RSUs vested on May 27, 2019 in the second of two annual installments.

4. Pursuant to the anti-dilution provisions of the registrant's 2017 Omnibus Incentive Plan, the amount of securities has been adjusted in connection with the spin-off of the registrant's United States Public Sector business. A conversion ratio of 0.8649 was applied to the RSUs that vested on May 27, 2019. As a result, the reporting person received 4,718 additional RSUs.

Remarks:

	William L. Deckelman, Jr., Attorney-in-Fact	05/29/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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