Sec Form 4 Filing - Gallagher James Lawrence @ Perspecta Inc. - 2018-05-31

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Gallagher James Lawrence 2. Issuer Name and Ticker or Trading Symbol Perspecta Inc. [ PRSP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel & Secretary (Last) (First) (Middle) 13600 EDS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/31/2018 (Street) HERNDON, VA20171 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 05/31/2018 J( 1 ) 136 A $ 0 136 D Common Stock 05/31/2018 A 1,107 ( 2 ) A $ 0 1,243 ( 3 ) 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 (right to buy) $ 16.86 05/31/2018 A 7,893 ( 4 ) 05/31/2018 12/09/2022 Common Stock 7,893 $ 0 7,893 D Options (right to buy) $ 12.05 05/31/2018 A 4,670 ( 4 ) 05/31/2018 12/08/2023 Common Stock 4,670 $ 0 4,670 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gallagher James Lawrence 13600 EDS DRIVE HERNDON, VA20171 General Counsel & Secretary Signatures James L. Gallagher, Attorney-In-Fact 06/04/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )DXC Technology Company ("DXC") stockholders of record on May 25, 2018 ("Record Date") received one share of Perspecta Inc. ("Perspecta") common stock for every two shares of DXC common stock held on the Record Date (the "Spin-Off"). The total direct beneficial ownership reflects the shares acquired by the reporting person from the pro rata distribution on May 31, 2018. ( 2 )Award of restricted stock units (RSUs). Time-vesting RSUs of DXC were converted into time-vesting RSUs of Perspecta. Each RSU entitles the reporting person to receive one share of common stock upon the vesting date. One third of the RSUs vested on May 31, 2018 and will settle on June 30, 2018, the remaining two-thirds will vest and settle annually in two equal installments starting on May 31, 2019. ( 3 )Amount reported includes unvested RSUs. ( 4 )Options were acquired of at the effective time of the Spin-Off by conversion of each option to purchase one share of common stock of DXC into an option to purchase the number of shares of common stock of Perspecta equal to the number of shares underlying the option divided by 0.2773 at an exercise price equal to the exercise price multiplied by 0.2773.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.