Joanne Mason Form 4 DXC Technology / Joanne Mason 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^*

Mason Joanne

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2018

4. 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 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	05/23/2018		A		4,111(1)	A	$0	46,077(2)	D
Common Stock	12/15/2018		M		32,702	A	$0	78,779(2)	D
Common Stock	12/15/2018		M		32,702	A	$0	111,481(2)	D
Common Stock	12/15/2018		M		32,703	A	$0	144,184(2)	D
Common Stock	12/15/2018(3)		F		46,111	D	$56.76	98,073(2)	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	$0.0	12/15/2018		M			32,702	(4)	(4)	Common Stock	32,702	$0	80,799	D
Restricted Stock Units	$0.0	12/15/2018		M			32,702	(5)	(5)	Common Stock	32,702	$0	48,097	D
Restricted Stock Units	$0.0	12/15/2018		M			32,703	(6)	(6)	Common Stock	32,703	$0	15,394	D

Explanation of Responses:

1. Represents 25% of the target number of performance-vesting restricted stock units ("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. Pursuant to the anti-dilution provisions of the registrant's 2017 Omnibus Incentive Plan, the amount of Earned PSUs has been adjusted in connection with the spin-off of the registrant's United States Public Sector business using a conversion ratio of 0.8649 (the "USPS Spin-Off Conversion Ratio").

2. Amount reported includes unvested Restricted Stock Units ("RSUs").

3. Shares withheld to satisfy tax liabilities arising from RSUs that settled on December 15, 2018.

4. Each RSU entitles the reporting person to receive one share of common stock on the settlement date. One-third of the December 2015 performance-vesting RSUs of Computer Sciences Corporation had already vested on December 15, 2016 and were converted into vested RSUs of the Company on April 1, 2017 and settled on December 15, 2018. The amount of RSUs has been adjusted by applying the USPS Spin-Off Conversion Ratio.

5. Each RSU entitles the reporting person to receive one share of common stock on the settlement date. One-third of the December 2015 performance-vesting RSUs of Computer Sciences Corporation were converted into time-vesting RSUs of the Company on April 1, 2017, vested on December 15, 2017 and settled on December 15, 2018. The amount of RSUs has been adjusted by applying the USPS Spin-Off Conversion Ratio.

6. Each RSU entitles the reporting person to receive one share of common stock on the settlement date. The remaining one-third of the December 2015 performance-vesting RSUs of Computer Sciences Corporation were converted into time-vesting RSUs of the Company on April 1, 2017 and vested and settled on December 15, 2018. The amount of RSUs has been adjusted by applying the USPS Spin-Off Conversion Ratio.

Remarks:

	William L. Deckelman, Jr., Attorney-in-Fact	12/18/2018
	** Signature of Reporting Person	Date
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