| 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 COMPUTER SCIENCES CORP [ CSC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/01/2017 | ||||||||||||||||||||||||||
| 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 | 04/01/2017 | D | 380,729(1) | D | $0(1) | 380,729 | 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 | ||||||||
| Options (rights to buy) | $12.28 | 04/01/2017 | D | 4,292(2) | 03/19/2013(3) | 04/16/2022 | Common Stock | 4,292 | $0 | 0 | D | ||||
| Options (rights to buy) | $27.32 | 04/01/2017 | D | 86,151(2) | 05/16/2015(4) | 05/16/2024 | Common Stock | 86,151 | $0 | 0 | D | ||||
| Options (rights to buy) | $30.73 | 04/01/2017 | D | 379,026(2) | 05/22/2016(5) | 05/22/2025 | Common Stock | 379,026 | $0 | 0 | D | ||||
| Options (rights to buy) | $49.24 | 04/01/2017 | D | 403,691(2) | 05/27/2017(6) | 05/27/2026 | Common Stock | 403,691 | $0 | 0 | D | ||||
| Restricted Stock Units (2) | $0.0 | 04/01/2017 | D | 57,433(7) | (8) | (8) | Common Stock | 57,433 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Each share of Common Stock was disposed of at the effective time of the merger of Computer Sciences Corporation (the "Company") with and into New Everett Merger Sub, Inc. on April 1, 2017 (the "Merger") by conversion into one share of common stock of DXC Technology Company. |
| 2. Each Option was disposed of at the effective time of the Merger by conversion into one option to purchase one share of common stock of DXC Technology Company on the same terms and conditions that were in effect immediately prior to the consummation of the Merger. |
| 3. This option will become exercisable in three equal annual installments beginning March 19, 2013. |
| 4. This option is exercisable in three equal annual installments beginning May 16, 2015. |
| 5. This option is exercisable in three equal annual installments beginning May 22, 2016. |
| 6. This option is exercisable in three equal annual installments beginning May 27, 2017. |
| 7. Restricted Stock Units ("RSUs") were disposed of at the effective time of the Merger by conversion into RSUs of DXC Technology Company. |
| 8. Each vested Restricted Stock Unit (RSU) entitles the reporting person to receive one share of common stock. The RSUs fully vest at age 62, subject to the reporting person's continued employment through that date, and may vest earlier under certain other circumstances. In addition, the RSUs fully vest at age 55 or older with at least five years of continuous service, subject to the reporting person's continued employment through the vesting date. Vested RSUs are released as shares of common stock at the rate of 10% of the shares granted on each of the first ten anniversaries of the reporting person's employment termination date. |
| Remarks: |
| William L. Deckelman, Jr., Attorney-In-Fact | 04/04/2017 | |
| ** 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. | ||
