Sec Form 4 Filing - DECKELMAN WILLIAM L JR @ DXC Technology Co - 2017-04-01

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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
DECKELMAN WILLIAM L JR
2. Issuer Name and Ticker or Trading Symbol
DXC Technology Co [ DXC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & General Counsel
(Last) (First) (Middle)
1775 TYSONS BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2017
(Street)
TYSONS, VA22102
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 04/01/2017 A 11,188 ( 1 ) A $ 0 ( 1 ) 11,188 D
Common Stock 04/01/2017 M 35,958 ( 2 ) A $ 0 ( 2 ) 47,146 D
Common Stock 04/01/2017 M 22,271 ( 3 ) A $ 0 ( 3 ) 69,417 D
Common Stock 04/01/2017 M 12,088 ( 4 ) A $ 0 ( 4 ) 81,505 D
Common Stock 04/01/2017 M 2,015 ( 5 ) A $ 0 ( 5 ) 83,520 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
Options (rights to buy) $ 20.03 04/01/2017 A 43,414 ( 6 ) 04/01/2017( 6 ) 05/20/2023 Common Stock 43,414 $ 0 43,414 D
Options (rights to buy) $ 27.32 04/01/2017 A 28,828 ( 6 ) 04/01/2017( 6 ) 05/16/2024 Common Stock 28,828 $ 0 28,828 D
Options (rights to buy) $ 30.73 04/01/2017 A 58,446 ( 6 ) 04/01/2017( 6 ) 05/22/2025 Common Stock 58,446 $ 0 58,446 D
Options (rights to buy) $ 49.24 04/01/2017 A 62,249 ( 7 ) ( 7 ) 05/27/2026 Common Stock 62,249 $ 0 62,249 D
Restricted Stock Units (Performance Vested) $ 0 04/01/2017 M 22,271 ( 3 ) ( 3 ) ( 3 ) Common Stock 22,271 $ 0 0 D
Restricted Stock Units (Performance Vested) (2) $ 0 04/01/2017 M 12,088 ( 4 ) ( 4 ) ( 4 ) Common Stock 12,088 $ 0 0 D
Restricted Stock Units $ 0 04/01/2017 A 12,088 ( 8 ) ( 8 ) ( 8 ) Common Stock 12,088 $ 0 12,088 D
Restricted Stock Units (3) $ 0 04/01/2017 M 35,958 ( 2 ) ( 2 ) ( 2 ) Common Stock 35,958 $ 0 0 D
Restricted Stock Units (2) $ 0 04/01/2017 M 2,015 ( 5 ) ( 5 ) ( 5 ) Common Stock 2,015 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DECKELMAN WILLIAM L JR
1775 TYSONS BOULEVARD
TYSONS, VA22102
EVP & General Counsel
Signatures
William L. Deckelman, Jr., Attorney-In-Fact 04/05/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Computer Sciences Corporation ("CSC") stockholders at the effective time of the merger of Computer Sciences Corporation with and into New Everett Merger Sub, Inc. on April 1, 2017 (the "Merger") received one share of common stock of DXC Technology Company (the "Company") in exchange for one share CSC common stock held at the effective time of the Merger. The total direct beneficial ownership reflects the shares acquired by the reporting person in connection with the Merger on April 1, 2017.
( 2 )Time-vesting restricted stock units of CSC were converted into time-vesting restricted stock units of the Company and vested early on April 1, 2017 at the effective time of the Merger.
( 3 )Performance-vesting restricted stock units of CSC were converted into performance-vesting restricted stock units of the Company and vested early on April 1, 2017 at the effective time of the Merger.
( 4 )50% of Fiscal 2017 performance-vesting restricted stock units of CSC converted into performance-vesting restricted stock units of the Company and vested early on April 1, 2017 at the effective time of the Merger.
( 5 )50% of Fiscal 2017 time-vesting restricted stock units of CSC converted into time-vesting restricted stock units of the Company and vested early on April 1, 2017 at the effective time of the Merger.
( 6 )Options were acquired at the effective time of the Merger by the conversion of each option to purchase one share of common stock of CSC into one option to purchase one share of common stock of the Company and vested early on April 1, 2017 upon the effective time of the Merger.
( 7 )Options were acquired of at the effective time of the Merger by conversion of each option to purchase one share of common stock of CSC into an option to purchase one share of common stock of the Company on the same terms and conditions that were in effect immediately prior to the consummation of the Merger.
( 8 )50% of Fiscal 2017 performance-vesting restricted stock units of CSC converted into time-vesting restricted stock units of the Company on April 1, 2017 upon the effective time of the Merger. The restricted stock units will vest in two equal installments on May 27, 2018 and May 27, 2019.

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