Sec Form 4 Filing - Jumper John P @ Leidos Holdings, Inc. - 2015-11-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Jumper John P 2. Issuer Name and Ticker or Trading Symbol Leidos Holdings, Inc. [ LDOS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 11951 FREEDOM DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 11/04/2015 (Street) RESTON, VA20190 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/04/2015 M 144,262 A $ 33.9611 335,290.0536 D Common Stock 11/04/2015 M 96,174 A $ 34.835 431,464.0536 D Common Stock 11/04/2015 F 77,670 ( 1 ) D $ 55.11 353,794.0536 D Common Stock 11/04/2015 F 115,309 ( 1 ) D $ 55.11 238,485.0536 D Common Stock 11/05/2015 S 47,457 D $ 55.0783 ( 2 ) 191,028.0536 D Common Stock 4,974.6307 I By Key Executive Stock Deferral Plan

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (Right to Buy) $ 33.9611 11/04/2015 M 144,262 ( 3 ) 03/30/2013 ( 4 ) Common Stock 144,262 $ 33.9611 96,177 D Stock Option (Right to Buy) $ 34.835 11/04/2015 M 96,174 ( 5 ) 04/05/2014 ( 6 ) Common Stock 96,174 $ 34.835 144,265 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jumper John P 11951 FREEDOM DRIVE RESTON, VA20190 X Signatures /s/ Raymond L. Veldman, Attorney-in-Fact 11/06/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Transaction involved the surrender of shares to Leidos Holdings, Inc. to pay the exercise price and taxes for options exercised. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.91 to $55.23, inclusive. The reporting person undertakes to provide to Leidos Holdings, Inc., any security holder of Leidos Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the aforementioned range. ( 3 )Relates to options granted March 30, 2012. ( 4 )Expires March 29, 2019 ( 5 )Relates to options granted April 5, 2013. ( 6 )Expires April 4, 2020

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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