Deckelman William L JR Form 4/A DXC Technology / WILLIAM L DECKELMAN JR 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^*

DECKELMAN WILLIAM L JR

(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 & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/09/2017

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	04/01/2017		A		11,188(1)	A	$0(1)	11,188	D
Common Stock	04/01/2017		M		35,958(2)	A	$0(2)	47,146	D
Common Stock	04/01/2017		M		22,271(3)	A	$0(3)	69,417	D
Common Stock	04/01/2017		M		12,088(4)	A	$0(4)	81,505	D
Common Stock	04/01/2017		M		2,015(5)	A	$0(5)	83,520	D
Common Stock	04/01/2017(6)		F		32,859	D	$78.66	50,661	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
Options (rights to buy)	$20.03	04/01/2017		A		43,414(7)		04/01/2017(7)	05/20/2023	Common Stock	43,414	$0	43,414	D
Options (rights to buy)	$27.32	04/01/2017		A		28,828(7)		04/01/2017(7)	05/16/2024	Common Stock	28,828	$0	28,828	D
Options (rights to buy)	$30.73	04/01/2017		A		58,446(7)		04/01/2017(7)	05/22/2025	Common Stock	58,446	$0	58,446	D
Options (rights to buy)	$49.24	04/01/2017(8)		A		20,750(8)		(8)	05/27/2026	Common Stock	20,750	$0	20,750	D
Restricted Stock Units (Performance Vested)	$0.0	04/01/2017		M			22,271(3)	(3)	(3)	Common Stock	22,271	$0	0	D
Restricted Stock Units (Performance Vested) (2)	$0.0	04/01/2017		M			12,088(4)	(4)	(4)	Common Stock	12,088	$0	0	D
Restricted Stock Units	$0.0	04/01/2017		A		12,088(9)		(9)	(9)	Common Stock	12,088	$0	12,088	D
Restricted Stock Units	$0.0	04/01/2017(10)		A		17,025(10)		(10)	(10)	Common Stock	17,025	$0	29,113	D
Restricted Stock Units (3)	$0.0	04/01/2017		M			35,958(2)	(2)	(2)	Common Stock	35,958	$0	0	D
Restricted Stock Units (2)	$0.0	04/01/2017		M			2,015(5)	(5)	(5)	Common Stock	2,015	$0	0	D
Restricted Stock Units	$0.0	04/01/2017		A		54,866		(11)	(11)	Common Stock	54,866	$0	83,979	D

Explanation of Responses:

1. Computer Sciences Corporation ("CSC") stockholders at the effective time of the merger of Computer Sciences Corporation with and into New Everett Merger Sub, Inc. on April 1, 2017 (the "Merger") received one share of common stock of DXC Technology Company (the "Company") in exchange for one share CSC common stock held at the effective time of the Merger. The total direct beneficial ownership reflects the shares acquired by the reporting person in connection with the Merger on April 1, 2017.

2. Time-vesting restricted stock units of CSC were converted into time-vesting restricted stock units of the Company and vested early on April 1, 2017 at the effective time of the Merger.

3. Performance-vesting restricted stock units of CSC were converted into performance-vesting restricted stock units of the Company and vested early on April 1, 2017 at the effective time of the Merger.

4. 50% of Fiscal 2017 performance-vesting restricted stock units of CSC converted into performance-vesting restricted stock units of the Company and vested early on April 1, 2017 at the effective time of the Merger.

5. 50% of Fiscal 2017 time-vesting restricted stock units of CSC converted into time-vesting restricted stock units of the Company and vested early on April 1, 2017 at the effective time of the Merger.

6. This Form 4 is being amended to report shares withheld for tax liabilities.

7. Options were acquired at the effective time of the Merger by the conversion of each option to purchase one share of common stock of CSC into one option to purchase one share of common stock of the Company and vested early on April 1, 2017 upon the effective time of the Merger.

8. This Form 4 is being amended to correct the number of options acquired at the time of the Merger. Options were acquired at the effective time of the Merger by conversion of one third of the reporting person's Fiscal 2017 options to purchase shares of common stock of CSC into options to purchase shares of common stock of the Company and vested early on April 1, 2017 at the effective time of the Merger.

9. 50% of Fiscal 2017 performance-vesting restricted stock units of CSC converted into time-vesting restricted stock units of the Company on April 1, 2017 upon the effective time of the Merger. The restricted stock units will vest in two equal installments on May 27, 2018 and May 27, 2019.

10. This Form 4 is being amended to report the acquisition of additional time-vesting restricted stock units. Time-vesting restricted stock units were acquired at the effective time of the Merger by conversion of two thirds of the issued Fiscal 2017 options to purchase shares of common stock of CSC into time-vesting restricted stock units of the Company. The restricted stock units will vest in two equal annual installments beginning on May 27, 2018.

11. This Form 4 is being amended to report the acquisition of additional time-vesting restricted stock units inadvertently omitted from the original Form 4 filing. December 2015 performance-vesting RSUs of CSC converted into time-vesting RSUs of the Company on April 1, 2017 upon the effective time of the Merger. The time-vesting restricted stock units will vest on December 15, 2018.

Remarks:

	William L. Deckelman, Jr., Attorney-in-Fact	12/18/2018
	** Signature of Reporting Person	Date
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