Pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended (the “Act”), each of the persons listed below under Item 2 (each a “Reporting Person,” and collectively the “Reporting Persons”), have agreed to file one statement with respect to their beneficial ownership of Common Stock, par value $0.0001 per share (“Common Stock”), of Science Applications International Corporation (the “Issuer”).
Item 1.
Science Applications International Corporation
| | (b) | Address of Issuer’s Principal Executive Offices: |
12010 Sunset Hills Road, Reston, Virginia 20190
Item 2.
| | (a) | Name of Person Filing: |
KKR 2006 Fund L.P.
OPERF Co-Investment LLC
KKR Associates 2006 L.P.
KKR 2006 GP LLC
8 North America Investor L.P.
KKR Associates 8 NA L.P.
KKR 8 NA Limited
KKR Partners III, L.P.
KKR III GP LLC
KKR Fund Holdings L.P.
KKR Fund Holdings GP Limited
KKR Group Holdings Corp.
KKR & Co. Inc.
KKR Management LLC
Henry R. Kravis
George R. Roberts
| | (b) | Address of Principal Business Office, or, if none, Residence: |
The principal business office for all persons filing (other than George R. Roberts) is:
c/o Kohlberg Kravis Roberts & Co. L.P.
9 West 57th Street, Suite 4200
New York, NY 10019
The principal business office for George R. Roberts is:
c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025
See Item 4 of each cover page.
| | (d) | Title of Class of Securities: |
Common stock, par value $0.0001 per share.
808625107
Item 3.
Not applicable.
| | (a) | Amount beneficially owned: |
The ownership percentages set forth below are based on 59,184,642 shares of Common Stock outstanding as of January 14, 2019, based on information provided by the Issuer.
KKR 2006 Fund L.P. holds 3,649,792 shares of Common Stock, or 6.2% of the outstanding shares of Common Stock. OPERF Co-Investment LLC holds 68,977 shares of Common Stock, or 0.1% of the outstanding shares of Common Stock. Each of KKR Associates 2006 L.P. (as the general partner of KKR 2006 Fund L.P. and the manager of OPERF Co-Investment LLC) and KKR 2006 GP LLC (as the general partner of KKR Associates 2006 L.P.) may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by KKR 2006 Fund L.P. and OPERF Co-Investment LLC, but each disclaims beneficial ownership of such shares.
8 North America Investor L.P. holds 205,680 shares of Common Stock, or 0.3% of the outstanding shares of Common Stock. Each of KKR Associates 8 NA L.P. (as the general partner of 8 North America Investor L.P.), and KKR 8 NA Limited (as the general partner of 8 North America Investor L.P.) may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by 8 North America Investor L.P., but each disclaims beneficial ownership of such shares.
KKR Partners III, L.P. holds 107,752 shares of Common Stock, or 0.2% of the outstanding shares of Common Stock. KKR III GP LLC (as the general partner of KKR Partners III, L.P.) may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by 8 North America Investor L.P., but disclaims beneficial ownership of such shares.
Each of KKR Fund Holdings L.P. (as the designated member of KKR Associates 2006 L.P. and the sole shareholder of KKR 8 NA Limited); KKR Fund Holdings GP Limited (as a general partner of KKR Fund Holdings L.P.); KKR Group Holdings Corp. (as the sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P.); KKR & Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.); and KKR Management LLC (as the controlling shareholder of KKR & Co. Inc.) may also be deemed to be the beneficial owner of the securities held by KKR 2006 Fund L.P., OPERF Co-Investment LLC and 8 North America Investor L.P., but each disclaims beneficial ownership of such shares.
Each of Henry R. Kravis and George R. Roberts (as the designated members of KKR Management LLC and the managing members of KKR III GP LLC) may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned KKR 2006 Fund L.P., OPERF Co-Investment LLC, 8 North America Investor L.P. and KKR Partners III, L.P., but each disclaims beneficial ownership of such shares.
See Item 4(a) above.
| | (c) | Number of shares as to which the person has: |
| | (i) | Sole power to vote or to direct the vote |
See Item 5 of each cover page.
| | (ii) | Shared power to vote or to direct the vote |
See Item 6 of each cover page.
| | (iii) | Sole power to dispose or to direct the disposition of |
See Item 7 of each cover page.
| | (iv) | Shared power to dispose or to direct the disposition of |
See Item 8 of each cover page.
See Item 4 above. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and the partners, members, affiliates and shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock.
Not applicable.
Not applicable.
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
