Sec Form 4 Filing - L 3 COMMUNICATIONS HOLDINGS INC @ Engility Holdings, Inc. - 2012-07-16

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 L 3 COMMUNICATIONS HOLDINGS INC 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) 600 THIRD AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 07/16/2012 (Street) NEW YORK, NY10016 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 07/16/2012 J( 1 ) 100 ( 2 ) D $ 0 0 I See footnote ( 3 )

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 L 3 COMMUNICATIONS HOLDINGS INC 600 THIRD AVENUE NEW YORK, NY10016 X L 3 COMMUNICATIONS CORP 600 THIRD AVENUE NEW YORK, NY10016 X Signatures /s/ Allen E. Danzig as Authorized Officer 07/17/2012 Signature of Reporting Person Date /s/ Allen E. Danzig as Authorized Officer 07/17/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The record date for the distribution of all of the Engility Holdings, Inc. common stock owned by L-3 Communications Holdings, Inc. ("L-3") to the holders of L-3 common stock was July 16, 2012 at the close of business. The distribution of such common stock is scheduled to occur on July 17, 2012. ( 2 )The reported disposition represents 100 % of the Reporting Person's equity holdings in Engility Holdings, Inc. The number of shares of Common Stock reported reflects the number of such shares prior to the subsequent stock split of such shares in connection with the spinoff of Engility Holdings, Inc. ( 3 )These shares are held by L-3 Communications Corporation. L-3 Communications Holdings, Inc. is the sole stockholder of L-3 Communications Corporation.

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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