DXC Technology (DXC) Form 3 DXC Technology / James R Smith ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Smith James R

(Last) (First) (Middle)

1775 TYSONS BOULEVARD

(Street)

TYSONS VA 22102

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/12/2019

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Digital Transformation

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	85,348(1)(2)(3)(4)(5)(6)(7)(8)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options (rights to buy)	04/03/2017	05/16/2024	Common Stock	8,027	23.63	D
Options (rights to buy)	04/03/2017	05/22/2025	Common Stock	59,682	26.58	D
Options (rights to buy)	04/03/2017	05/27/2026	Common Stock	34,673	42.59	D

Explanation of Responses:

1. Includes 2,447 restricted stock units ("RSUs") awarded on May 31, 2017 (the "Career Shares"). Each Career Share entitles the reporting person to receive one share of common stock upon the vesting date. The Career Shares will vest in accordance with the following schedule based on the reporting person's satisfaction of age and continuous years of service requirements: 1,958 Career Shares will vest on January 28, 2022; 245 Career Shares will vest on May 13, 2022; and 244 Career Shares will vest on May 13, 2023. Vested Career Shares will be released as shares of common stock at the rate of 10% of the shares vested on each of the first ten anniversaries of the reporting person's employment termination date.

2. Includes 5,415 RSUs awarded on May 30, 2018 (the "Career Shares"). Each Career Share entitles the reporting person to receive one share of common stock upon the vesting date. The Career Shares will vest in accordance with the following schedule based on the reporting person's satisfaction of age and continuous years of service requirements: 4,333 Career Shares will vest on January 28, 2022; 541 Career Shares will vest on May 13, 2022; and 541 Career Shares will vest on May 13, 2023. Vested Career Shares will be released as shares of common stock at the rate of 10% of the shares vested on each of the first ten anniversaries of the reporting person's employment termination date.

3. Includes 504 RSUs awarded on October 15, 2018 (the "Career Shares"). Each Career Share entitles the reporting person to receive one share of common stock upon the vesting date. The Career Shares will vest in accordance with the following schedule based on the reporting person's satisfaction of age and continuous years of service requirements: 404 Career Shares will vest on January 28, 2022; 50 Career Shares will vest on May 13, 2022; and 50 Career Shares will vest on May 13, 2023. Vested Career Shares will be released as shares of common stock at the rate of 10% of the shares vested on each of the first ten anniversaries of the reporting person's employment termination date.

4. Includes 2,803 RSUs awarded on May 27, 2016 (the "Career Shares"). Each Career Share entitles the reporting person to receive one share of common stock upon the vesting date. The Career Shares will vest in accordance with the following schedule based on the reporting person's satisfaction of age and continuous years of service requirements: 2,242 Career Shares will vest on January 28, 2022; 281 Career Shares will vest on May 13, 2022; and 280 Career Shares will vest on May 13, 2023. Vested Career Shares will be released as shares of common stock at the rate of 10% of the shares vested on each of the first ten anniversaries of the reporting person's employment termination date.

5. Includes 2,938 RSUs awarded on May 31, 2017. Each RSU entitles the reporting person to receive one share of common stock upon the vesting date. These RSUs will vest on May 31, 2020.

6. Includes 4,414 RSUs awarded on May 30, 2018. Each RSU entitles the reporting person to receive one share of common stock upon the vesting date. These RSUs will vest in two equal annual installments beginning May 30, 2020.

7. Includes 410 RSUs awarded on October 15, 2018. Each RSU entitles the reporting person to receive one share of common stock upon the vesting date. These RSUs will vest in two equal annual installments beginning May 30, 2020.

8. Includes 5,141 performance-vesting restricted stock units ("PSUs"), which represents 25% of the target number of PSUs awarded on May 31, 2017, that have been earned due to the Company's early achievement of the applicable fiscal year 2018 performance goals (the "Earned PSUs"). The Earned PSUs will vest and settle as soon as practicable after the date upon which the Company files with the U.S. Securities and Exchange Commission the Company's Annual Report on Form 10-K for fiscal year 2020 and calculates the applicable performance results, but in no event later than December 31, 2020, subject to the reporting person's continued employment.

Remarks:

	William L. Deckelman, Jr. - Attorney-in-Fact	06/14/2019
	** 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 5 (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).
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