Sec Form 4 Filing - REHBERGER WAYNE M @ Engility Holdings, Inc. - 2018-12-21

Insider filing report for Changes in Beneficial Ownership
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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
REHBERGER WAYNE M
2. Issuer Name and Ticker or Trading Symbol
Engility Holdings, Inc. [ EGL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior Vice President and CFO
(Last) (First) (Middle)
C/O ENGILITY HOLDINGS, INC., 4803 STONECROFT BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
12/21/2018
(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
Common Stock 12/21/2018 M 20,467 A 44,607( 2 ) D
Common Stock 12/21/2018 F 9,231( 3 ) D $ 27.18 35,376 D
Common Stock 12/21/2018 M 4,899 A 40,275 D
Common Stock 12/21/2018 F 2,210( 5 ) D $ 27.18 38,065 D
Common Stock 12/21/2018 M 11,789 A 49,854 D
Common Stock 12/21/2018 F 5,317( 5 ) D $ 27.18 44,537 D
Common Stock 12/21/2018 M 6,823 A 51,360 D
Common Stock 12/21/2018 F 3,078( 5 ) D $ 27.18 48,282 D
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
Performance Units ( 1 ) 12/21/2018 M 20,467 ( 1 ) ( 1 ) Common Stock 20,467 $ 0 0 D
Restricted Stock Units ( 4 ) 12/21/2018 M 4,899 ( 4 ) ( 4 ) Common Stock 4,899 $ 0 0 D
Restricted Stock Units ( 4 ) 12/21/2018 M 11,789 ( 4 ) ( 4 ) Common Stock 11,789 $ 0 0 D
Restricted Stock Units ( 6 ) 12/21/2018 M 6,823 ( 6 ) ( 6 ) Common Stock 6,823 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
REHBERGER WAYNE M
C/O ENGILITY HOLDINGS, INC.
4803 STONECROFT BOULEVARD
CHANTILLY, VA20151
Senior Vice President and CFO
Signatures
/s/ Jon Brooks as Attorney-in-Fact 12/26/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the annual grant of performance units. Performance units cliff-vest on the third anniversary of the date of grant, with the number of shares delivered based on the Company's performance relative to its peers in terms of revenue growth and total stockholder return.
( 2 )Includes the purchase of 173 shares of stock under the Engility Employee Stock Purchase Plan.
( 3 )Reflects shares withheld to cover the payment of taxes upon the vesting of performance units.
( 4 )Reflects the annual grant of Restricted Stock Units ("RSUs") that vest over three years from the date of grant - one-third (1/3) on the first anniversary, one-third (1/3) on the second anniversary, and one-third (1/3) on the third anniversary. Vested RSUs are settled in shares of common stock of Engility Holdings, Inc. (the "Issuer") or cash, which determination will be made at the sole discretion of the Issuer's Compensation Committee (or a subcommittee thereof).
( 5 )Reflects shares withheld to cover the payment of taxes upon the vesting of restricted stock units.
( 6 )Reflects the annual grant of Restricted Stock Units ("RSUs") that vest over three years from the date of grant - 25% on the first anniversary, 25% on the second anniversary, and 50% on the third anniversary. Vested RSUs are settled in shares of common stock of Engility Holdings, Inc. (the "Issuer") or cash, which determination will be made at the sole discretion of the Issuer's Compensation Committee (or a subcommittee thereof).

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