Sec Form 4 Filing - Birch Partners, LP @ Engility Holdings, Inc. - 2018-04-05

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
Birch Partners, LP
2. Issuer Name and Ticker or Trading Symbol
Engility Holdings, Inc. [ EGL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 2800 SAND HILL ROAD, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
04/05/2018
(Street)
MENLO PARK, CA94025
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, par value $0.01 per share 04/05/2018 J( 1 ) 875,899 D $ 0 17,920,892 D ( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Birch Partners, LP
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
2800 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
Signatures
BIRCH PARTNERS, LP By: Birch GP, LLC, its general partner By: /s/ Steven A. Denning Name: Steven A. Denning Title: Manager 04/06/2018
Signature of Reporting Person Date
By: /s/ Brittany Bagley Name: Brittany Bagley Title: Manager 04/06/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of common stock, par value $0.01 per share, of Engility Holdings, Inc. ("Engility Common Stock") that were distributed by Birch Partners, LP to certain limited partners (other than KKR 2006 Fund L.P., General Atlantic Partners 85, L.P. or any of their respective affiliates, in each case, that hold any limited partnership interests of Birch Partners, LP) that elected to redeem all of their limited partnership interests in Birch Partners, LP.
( 2 )After giving effect to the redemption, Birch Partners, LP directly holds 17,920,892 shares of Engility Common Stock. Birch GP, LLC is the general partner of Birch Partners, LP. The members of Birch GP, LLC are KKR 2006 Fund L.P. and General Atlantic Partners 85, L.P. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, Birch GP, LLC, KKR 2006 Fund L.P. or General Atlantic Partners 85, L.P. are the beneficial owners of any securities reported herein, and such persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

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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