Gap Coinvestments Iv Form 4 Engility / GMBH & CO KG GAPCO 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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X

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^*

GENERAL ATLANTIC LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY LP

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Engility Holdings, Inc. [ EGL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2019

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

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

	Form filed by One Reporting Person
X	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, par value $0.01 per share	01/14/2019		J(1)		8,960,446	D	(2)	0	I	See footnotes(3)(4)

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

1. Name and Address of Reporting Person^*

GENERAL ATLANTIC LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY LP

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GENERAL ATLANTIC GENPAR, L.P.

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY LP

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GENERAL ATLANTIC PARTNERS 85, L.P.

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY LP

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAP COINVESTMENTS III, LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY LP

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAP COINVESTMENTS IV, LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY LP

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAP Coinvestments CDA, L.P.

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY LP

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAPCO GMBH & CO KG

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY LP

55 EAST 52ND ST. 33RD FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAPCO MANAGEMENT GMBH

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE COMPANY LP

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

Explanation of Responses:

1. 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").

2. 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.

3. Reflects securities held directly by New Birch Partners, LP (f/k/a Birch Partners, LP). Birch GP, LLC was the general partner of Birch Partners, LP. The members of Birch GP, LLC were General Atlantic Partners 85, L.P., a Delaware limited partnership ("GAP 85"), and KKR 2006 Fund L.P. The limited partners of Birch Partners include GAP 85, GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"), and GAPCO GmbH & Co., KG, a German limited partnership ("KG" and, together with GAP 85, GAPCO III, GAPCO IV and GAPCO CDA, the "GA Funds"), as well as other investors. Collectively, the GA Funds may be deemed to have had an indirect beneficial interest in 8,960,446 Shares previously held by New Birch Partners, LP.

4. General Atlantic LLC ("GA LLC") is the general partner of General Atlantic GenPar, L.P., a Delaware limited partnership, which is the general partner of GAP 85. GA LLC is also the managing member of GAPCO III and GAPCO IV, and the general partner of GAPCO CDA. In addition, the managing directors of GA LLC control the voting and investment decisions of GAPCO Management GmbH, a German corporation, which is the general partner of KG.

Remarks:

Each of the reporting persons described in the notes above may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934. In addition, each of the reporting persons described in the notes above may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934 with other limited partners of New Birch Partners, LP or other members of Birch GP, LLC. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person.

	/s/ Thomas J. Murphy	01/16/2019
	** Signature of Reporting Person	Date
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