Ca (CA) Form 4 CA / Ayman Sayed 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

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^*

Sayed Ayman

(Last) (First) (Middle)

520 MADISON AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CA, INC. [ CA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Pres., Chief Products Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2018

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, $.10 par value	05/15/2018		A		14,172(1)	A	$0	114,404	D
Common Stock, $.10 par value	05/15/2018		A		31,406(2)	A	$0	145,810	D
Common Stock, $0.10 par value	05/15/2018		F		20,171	D	$35.28	125,639	D
Common Stock, $.10 par value	05/15/2018		M		29,305(3)	A	$31.53	154,944	D
Common Stock, $.10 par value	05/15/2018		M		33,848(3)	A	$31.69	188,792	D
Common Stock, $.10 par value	05/15/2018		S		63,153(3)	D	$34.825(4)	125,639	D
Common Stock, $.10 par value	05/16/2018		S		20,550(3)	D	$35.011(5)	105,089	D
Common Stock, $0.10 par value								112.17	I	401(k) Plan(6)

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
Employee Stock Option (right to buy)	$35.28	05/15/2018		A		87,868		(7)	05/15/2028	Common Stock, $.10 par value	87,868	$0	87,868	D
Employee Stock Option (right to buy)	$31.53	05/15/2018		M			29,305(3)	(8)	05/15/2026	Common Stock, $.10 par value	29,305	$0	29,305	D
Employee Stock Option (right to buy)	$31.69	05/15/2018		M			33,848(3)	(9)	05/15/2027	Common Stock, $.10 par value	33,848	$0	65,703	D

Explanation of Responses:

1. Represents restricted stock which, subject to earlier forfeiture, vests over three years as follows: 34% on May 15, 2019, 33% on May 15, 2020 and 33% on May 15, 2021.

2. Represents shares granted in connection with the achievement of performance targets over a three-year performance period ended March 31, 2018.

3. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

4. Indicates the weighted average sale price of multiple sales effected on the transaction date. Sale prices ranged from $34.720 to $35.030, inclusive. The Reporting Person will provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

5. Indicates the weighted average sale price of multiple sales effected on the transaction date. Sale prices ranged from $34.770 to $35.170, inclusive. The Reporting Person will provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

6. Shares held in the CA Savings Harvest Plan, a 401(k) Plan.

7. The option becomes exercisable over three years as follows: 34% on May 15, 2019, 33% on May 15, 2020 and 33% on May 15, 2021.

8. The option becomes exercisable over three years as follows: 34% on May 15, 2017, 33% on May 15, 2018 and 33% on May 15, 2019.

9. The option becomes exercisable over three years as follows: 34% on May 15, 2018, 33% on May 15, 2019 and 33% on May 15, 2020.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Ayman Sayed by David R. Goldman as attorney-in-fact	05/17/2018
	** 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.