Sec Form 4 Filing - KKR 2006 Fund L.P. @ Engility Holdings, Inc. - 2019-01-14

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 KKR 2006 Fund L.P. 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) 9 WEST 57TH STREET, SUITE 4200 3. Date of Earliest Transaction (MM/DD/YY) 01/14/2019 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 01/14/2019 J( 1 ) 8,960,446 D 0 I Held through New Birch Partners, LP ( 3 ) ( 4 ) ( 5 )

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 Othe r KKR 2006 Fund L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X KKR Associates 2006 LP 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X KKR 2006 GP LLC 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X KKR Fund Holdings L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X KKR Fund Holdings GP Ltd 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X KKR Group Holdings Corp. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X KKR & Co. Inc. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X KKR Management LLC 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X KRAVIS HENRY R 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X ROBERTS GEORGE R 2800 SAND HILL ROAD, SUITE 200 MENLO PARK, CA94025 X Signatures KKR 2006 FUND, L.P. By: KKR Associates 2006 L.P., its general partner By: KKR 2006 GP LLC, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 01/16/2019 Signature of Reporting Person Date KKR ASSOCIATES 2006 L.P. By: KKR 2006 GP LLC, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 01/16/2019 Signature of Reporting Person Date KKR 2006 GP LLC By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 01/16/2019 Signature of Reporting Person Date KKR FUND HOLDINGS L.P. By: KKR Group Holdings Corp., a general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 01/16/2019 Signature of Reporting Person Date KKR FUND HOLDINGS GP LIMITED By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 01/16/2019 Signature of Reporting Person Date KKR GROUP HOLDINGS CORP. By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 01/16/2019 Signature of Reporting Person Date KKR & CO. INC. By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 01/16/2019 Signature of Reporting Person Date KKR MANAGEMENT LLC By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 01/16/2019 Signature of Reporting Person Date HENRY R. KRAVIS By: /s/ Terence Gallagher Name: Terence Gallagher itle: Attorney-in-fact for William J. Janetschek, Attorney-in-fact 01/16/2019 Signature of Reporting Person Date GEORGE R. ROBERTS By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Attorney-in-fact 01/16/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 14, 2019, Science Applications International Corporation ("SAIC") acquired Engility Holdings, Inc. (the "Issuer") pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, SAIC and Raptors Merger Sub, Inc., a direct wholly-owned subsidiary of SAIC ("Merger Sub"), dated as of September 9, 2018 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of SAIC (the "Merger"). ( 2 )Pursuant to the terms of the Merger Agreement, each outstanding share of common stock, par value $0.01 per share, of the Issuer ("Common Stock"), issued and outstanding immediately prior to the effective time of the Merger (other than shares owned by the Issuer or any of its subsidiaries), automatically converted into the right to receive 0.450 validly issued, fully paid and non-assessable shares of SAIC common stock. ( 3 )Reflects securities held directly by New Birch Partners, LP (f/k/a Birch Partners, LP). Birch GP, LLC was the general partner of New Birch Partners, LP. The members of Birch GP, LLC were KKR 2006 Fund L.P. and General Atlantic Partners 85, L.P. The Reporting Persons beneficially owned shares of Common Stock through limited partnership interests of New Birch Partners, LP held by each of KKR 2006 Fund L.P., OPERF Co-Investment LLC, KKR Partners III, L.P. and 8 North America Investor L.P. and limited liability company interests of Birch GP, LLC held by KKR 2006 Fund L.P. ( 4 )The general partner of KKR 2006 Fund L.P. is KKR Associates 2006 L.P., and the general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P. KKR Fund Holdings GP Limited is a general partner of KKR Fund Holdings L.P. KKR Group Holdings Corp. is a general partner of KKR Fund Holdings L.P. and the sole shareholder of KKR Fund Holdings GP Limited. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLC is the controlling shareholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC. ( 5 )The Reporting Person may be deemed to be the beneficial owner of all or a portion of the securities reported herein. 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, as amended (the "Exchange Act") or otherwise, the Reporting Person is the beneficial owner of any securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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