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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CSRA Inc. [ CSRA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 11/30/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 11/30/2015 | A(1) | 3,277 | A | $0 | 3,277(1) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Unit | (2) | 11/30/2015 | A | 895 | (3) | (3) | Common Stock | 895 | $0 | 895 | D | ||||
Restricted Stock Unit | (2) | 11/30/2015 | A | 1,293 | (4) | (4) | Common Stock | 1,293 | $0 | 2,188 | D | ||||
Employee Stock Options (right to buy) | $24.17 | 11/30/2015 | A | 3,390 | (5) | 11/15/2023(6) | Common Stock | 3,390 | $0 | 3,390 | D | ||||
Employee Stock Options (right to buy) | $27.47 | 11/30/2015 | A | 7,666 | (7) | 05/16/2014(6) | Common Stock | 7,666 | $0 | 7,666 | D | ||||
Employee Stock Options (right to buy) | $30.89 | 11/30/2015 | A | 13,099 | (8) | 05/22/2015(6) | Common Stock | 13,099 | $0 | 13,099 | D |
Explanation of Responses: |
1. Computer Sciences Corporation ("CSC") stockholders of record on November 18, 2015 ("Record Date") received one share of CSRA Inc. ("CSRA") common stock for every one share of CSC common stock held on the Record Date. The total direct beneficial ownership reflects shares acquired by the reporting person in connection with the accelerated vesting and settlement of Computer Sciences Corporation ("CSC") performance-vested restricted stock units upon the distribution of CSRA. |
2. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. |
3. The time-vested restricted stock units will vest 50% in May 2016 and 50% in May 2017. |
4. The time-vested restricted stock units vested 50% on the grant date and the remaining 50% will vest on November 15, 2016. |
5. The stock options vested on the grant date. |
6. This option is no longer exercisable beginning on this date. |
7. The stock options vested two-thirds on the grant date and the remaining one-third vest 50% in May 2016 and 50% in May 2017. |
8. The stock options vest in annual one-third installments beginning on May 22, 2016. |
Remarks: |
Paul D. Burns, Attorney-in-Fact | 12/02/2015 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |