Sec Form 3/A Filing - Smith James R @ DXC Technology Co - 2019-06-12

FORM 3/A 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 Smith James R 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, Digital Transformation (Last) (First) (Middle) 1775 TYSONS BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 06/12/2019 (Street) TYSONS, VA22102 4. If Amendment, Date Original Filed (MM/DD/YY) 06/14/2019 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 81,349 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) 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) $ 23.63 04/03/2017 05/16/2024 Common Stock 8,027 D Options (rights to buy) $ 26.58 04/03/2017 05/22/2025 Common Stock 59,682 D Options (rights to buy) $ 42.59 04/03/2017 05/27/2026 Common Stock 34,673 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith James R 1775 TYSONS BOULEVARD TYSONS, VA22102 EVP, Digital Transformation Signatures William L. Deckelman, Jr. - Attorney-in-Fact 06/26/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 2,447 restricted stock units ("RSUs") awarded on May 31, 2017 (the "Career Shares"). Each Career Share entitles the reporting person to receive one share of common stock upon the vesting date. The Career Shares will vest in accordance with the following schedule based on the reporting person's satisfaction of age and continuous years of service requirements: 1,958 Career Shares will vest on January 28, 2022; 245 Career Shares will vest on May 13, 2022; and 244 Career Shares will vest on May 13, 2023. Vested Career Shares will be released as shares of common stock at the rate of 10% of the shares vested on each of the first ten anniversaries of the reporting person's employment termination date. ( 2 )Includes 5,415 RSUs awarded on May 30, 2018 (the "Career Shares"). Each Career Share entitles the reporting person to receive one share of common stock upon the vesting date. The Career Shares will vest in accordance with the following schedule based on the reporting person's satisfaction of age and continuous years of service requirements: 4,333 Career Shares will vest on January 28, 2022; 541 Career Shares will vest on May 13, 2022; and 541 Career Shares will vest on May 13, 2023. Vested Career Shares will be released as shares of common stock at the rate of 10% of the shares vested on each of the first ten anniversaries of the reporting person's employment termination date. ( 3 )Includes 504 RSUs awarded on October 15, 2018 (the "Career Shares"). Each Career Share entitles the reporting person to receive one share of common stock upon the vesting date. The Career Shares will vest in accordance with the following schedule based on the reporting person's satisfaction of age and continuous years of service requirements: 404 Career Shares will vest on January 28, 2022; 50 Career Shares will vest on May 13, 2022; and 50 Career Shares will vest on May 13, 2023. Vested Career Shares will be released as shares of common stock at the rate of 10% of the shares vested on each of the first ten anniversaries of the reporting person's employment termination date. ( 4 )Includes 2,803 RSUs awarded on May 27, 2016 (the "Career Shares"). Each Career Share entitles the reporting person to receive one share of common stock upon the vesting date. The Career Shares will vest in accordance with the following schedule based on the reporting person's satisfaction of age and continuous years of service requirements: 2,242 Career Shares will vest on January 28, 2022; 281 Career Shares will vest on May 13, 2022; and 280 Career Shares will vest on May 13, 2023. Vested Career Shares will be released as shares of common stock at the rate of 10% of the shares vested on each of the first ten anniversaries of the reporting person's employment termination date. ( 5 )Includes 2,938 RSUs awarded on May 31, 2017. Each RSU entitles the reporting person to receive one share of common stock upon the vesting date. These RSUs will vest on May 31, 2020. ( 6 )Includes 4,414 RSUs awarded on May 30, 2018. Each RSU entitles the reporting person to receive one share of common stock upon the vesting date. These RSUs will vest in two equal annual installments beginning May 30, 2020. ( 7 )Includes 410 RSUs awarded on October 15, 2018. Each RSU entitles the reporting person to receive one share of common stock upon the vesting date. These RSUs will vest in two equal annual installments beginning May 30, 2020. ( 8 )Includes 5,141 performance-vesting restricted stock units ("PSUs"), which represents 25% of the target number of PSUs awarded on May 31, 2017, that have been earned due to the Company's early achievement of the applicable fiscal year 2018 performance goals (the "Earned PSUs"). The Earned PSUs will vest and settle as soon as practicable after the date upon which the Company files with the U.S. Securities and Exchange Commission the Company's Annual Report on Form 10-K for fiscal year 2020 and calculates the applicable performance results, but in no event later than December 31, 2020, subject to the reporting person's continued employment. ( 9 )This Form 3 is being amended to adjust the number of securities beneficially owned by the reporting person. Due to an administrative error, an excess of 3,999 shares were erroneously included in the amount reported.

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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