Perspecta (PRSP) Form 4 Perspecta / Ramzi M Musallam 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

Musallam Ramzi M

(Last) (First) (Middle)

C/O VERITAS CAPITAL FUND MANAGEMENT, LLC

9 WEST 57TH STREET, 32ND FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Perspecta Inc. [ PRSP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2021

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	05/06/2021		J(1)		23,273,341(1)(3)	D	(1)(3)(4)	100(1)(2)	I	See footnotes(1)(3)(4)(5)

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

1. Name and Address of Reporting Person^*

Musallam Ramzi M

(Last) (First) (Middle)

C/O VERITAS CAPITAL FUND MANAGEMENT, LLC

9 WEST 57TH STREET, 32ND FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Veritas Capital Partners IV, L.L.C.

(Last) (First) (Middle)

C/O VERITAS CAPITAL FUND MANAGEMENT, LLC

9 WEST 57TH STREET, 32ND FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Veritas Capital Fund IV, L.P.

(Last) (First) (Middle)

C/O VERITAS CAPITAL FUND MANAGEMENT, LLC

9 WEST 57TH STREET, 32ND FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SI Organization Holdings LLC

(Last) (First) (Middle)

C/O VERITAS CAPITAL FUND MANAGEMENT, LLC

9 WEST 57TH STREET, 32ND FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to that certain Agreement and Plan of Merger, dated as of January 27, 2021 (the "Merger Agreement"), by and among the Issuer, Jaguar ParentCo Inc., a Delaware corporation ("Parent"), and Jaguar Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation of the Merger as a wholly owned subsidiary of Parent (the "Surviving Corporation"). As a result of the Merger, Parent directly holds 100 shares of common stock, par value $0.01 per share, of the Issuer (the "Shares), as the Surviving Corporation, and Ramzi M. Musallam may be deemed to beneficially own such Shares.

2. Consists of the Shares described in Footnote 1.

3. Prior to the consummation of the Merger, (a) KGS Holding LLC, a Delaware limited liability company ("KGS LLC"), was the direct beneficial owner of the reported 4,396,097 shares of Common Stock of the Issuer (the "Fund III Shares") and (b) The SI Organization Holdings LLC, a Delaware limited liability company ("The SI LLC"), was the direct beneficial owner of the reported 18,877,244 shares of Common Stock of the Issuer (the "Fund IV Shares"). The Veritas Capital Partners IV, L.P., a Delaware limited partnership ("Fund IV"), Veritas Capital Partners IV, L.L.C., a Delaware limited liability company ("Fund IV LLC", and together with The SI LLC and Fund IV, the "Veritas Reporting Persons"), and Ramzi M. Musallam (together with the Veritas Reporting Persons, the "Reporting Persons") may be deemed to have been indirect beneficial owners of such reported Fund IV Shares, and Ramzi M. Musallam may be deemed to have been an indirectly bencial owner of such reported Fund III Shares.

4. As a result of the Merger, the Fund III Shares and the Fund IV Shares were cancelled and converted into the right to receive $29.35 in cash per share of Common Stock of the Issuer, subject to applicable withholding.

5. Each of the Reporting Persons disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the securities reported herein except to the extent of its pecuniary interest therein.

Remarks:

In connection with the consummation of the Merger, Ramzi M. Musallam resigned as a director of the Issuer.

	THE SI ORGANIZATION HOLDINGS LLC By: The Veritas Capital Fund IV, L.P., acting as the Majority of Members By: /s/ Ramzi M. Musallam Name: Ramzi M. Musallam Title: Authorized Signatory	05/11/2021
	THE VERITAS CAPITAL FUND IV, L.P. By: Veritas Capital Partners IV, L.L.C., its General Partner By: /s/ Ramzi M. Musallam Name: Ramzi M. Musallam Title: Managing Partner	05/11/2021
	VERITAS CAPITAL PARTNERS IV, L.L.C. By: /s/ Ramzi M. Musallam Name: Ramzi M. Musallam Title: Managing Partner	05/11/2021
	/s/ Ramzi M. Musallam	05/11/2021
	** 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.