Sec Form 4 Filing - BOYKIN EDWARD P @ Engility Holdings, Inc. - 2015-03-18

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 BOYKIN EDWARD P 2. Issuer Name and Ticker or Trading Symbol Engility Holdings, Inc. [ EGL] 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) C/O ENGILITY HOLDINGS, INC., 3750 CENTERVIEW DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/18/2015 (Street) CHANTILLY, VA20151 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

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 Restricted Stock Units ( 1 ) 03/18/2015 A 177 ( 1 ) ( 1 ) Common Stock 177 $ 0 177 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BOYKIN EDWARD P C/O ENGILITY HOLDINGS, INC. 3750 CENTERVIEW DRIVE CHANTILLY, VA20151 X Signatures /s/ Jon Brooks as Attorney-in-Fact 03/20/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents an interim grant of restricted stock units ("RSUs") that vests on the earliest of (i) the first anniversary of the grant date (or if earlier, the date of Engility Holdings, Inc.'s (the "Issuer") first regular annual meeting of stockholders held after the grant date), (ii) the termination of the Reporting Person's service as a director of the Issuer by reason of death or permanent disability or (iii) a change in control of the Issuer. Vested RSUs do not convert into shares of common stock of the Issuer or cash, which determination will be made at the sole discretion of the Issuer's Compensation Committee (or a subcommittee thereof), until the earlier of (i) the date on which the Reporting Person ceases to be a director of the Issuer or (ii) the occurrence of a change in control of the Issuer that constitutes a "Section 409A Change in Control Event" (as defined in applicable Treasury regulations).

Remarks: On February 26, 2015, Engility Holdings, Inc. (f/k/a New East Holdings, Inc.) ("New Engility") became the successor of Engility Holdings, Inc. ("Engility") pursuant to the merger of Engility with and into New Engility, with New Engility continuing as the surviving corporation in the merger and changing its name to "Engility Holdings, Inc." (the "Engility Merger"). The Engility Merger did not alter the proportionate interests of existing Engility security holders.

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).

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