DXC Technology (DXC) Form 4/A DXC Technology / JOHN M LAWRIE 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^*

LAWRIE JOHN M

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/16/2019

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	09/12/2019		M		16,006	A	$0	928,328(1)(2)(3)	D
Common Stock	09/12/2019		A		169,763(4)	A	$0	1,098,091(1)	D
Common Stock	10/04/2019		F		66,802(5)	D	$27.27	1,031,289(1)	D
Common Stock	10/23/2019		F		37,723(6)	D	$27.98	993,566(1)	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
Restricted Stock Units (1)	$0.0	09/12/2019		M			16,006	(7)	(7)	Common Stock	16,006	$0	66,707(8)	D

Explanation of Responses:

1. Amount reported includes vested, unreleased Restricted Stock Units ("RSUs"); vested, unreleased Career Shares; and earned, unvested performance-vesting RSUs.

2. Due to the reporting person's retirement as President and CEO of the Company (the "Retirement"), 27,594 time-vesting RSUs awarded on May 30, 2018 vested early on September 12, 2019 and will be settled as soon as practicable.

3. Due to the reporting person's Retirement, 58,351 time-vesting RSUs awarded on May 29, 2019 vested early on September 12, 2019 and will be settled as soon as practicable.

4. Represents 75% of the target number of performance-vesting RSUs awarded on June 15, 2017 (the "Supplemental PSUs"). The Supplemental PSUs vested early on September 12, 2019 due to the reporting person's Retirement and will settle within 30 days.

5. This Form 4 is being amended to reflect shares withheld to satisfy tax liabilities arising from the settlement of the Supplemental PSUs that vested on September 12, 2019, referenced on footnote 4 of this Form 4.

6. This Form 4 is being amended to reflect shares withheld to satisfy tax liabilities arising from the settlement of RSUs that vested on September 12, 2019, referenced on footnotes 2, 3 and 7 of this Form 4.

7. Due to the reporting person's Retirement, time-vesting RSUs awarded on May 31, 2017 vested early on September 12, 2019 and will be settled as soon as practicable.

8. Pursuant to the anti-dilution provisions of the registrant's 2017 Omnibus Incentive Plan, the amount of securities has been adjusted in connection with the spin-off of the registrant's United States Public Sector business. A conversion ratio of 0.8649 was applied to the unvested RSUs awarded on May 31, 2017 that vested early on September 12, 2019. As a result, the reporting person received 2,162 additional RSUs.

Remarks:

	William L. Deckelman, Jr., Attorney-in-Fact	10/25/2019
	** 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 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).
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