Sec Form 3 Filing - Musallam Ramzi M @ Perspecta Inc. - 2018-05-31

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Musallam Ramzi M
2. Issuer Name and Ticker or Trading Symbol
Perspecta Inc. [ PRSP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O VERITAS CAPITAL FUND MANAGEMENT, LLC, 9 WEST 57TH STREET, 29TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/31/2018
(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 23,273,341 I See Footnote ( 1 ) ( 2 )
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
Musallam Ramzi M
C/O VERITAS CAPITAL FUND MANAGEMENT, LLC
9 WEST 57TH STREET, 29TH FLOOR
NEW YORK, NY10019
X X
SI Organization Holdings LLC
C/O VERITAS CAPITAL FUND MANAGEMENT, LLC
9 WEST 57TH STREET, 29TH FLOOR
NEW YORK, NY10019
X
Veritas Capital Fund IV, L.P.
C/O VERITAS CAPITAL FUND MANAGEMENT, LLC
9 WEST 57TH STREET, 29TH FLOOR
NEW YORK, NY10019
X
Veritas Capital Partners IV, L.L.C.
C/O VERITAS CAPITAL FUND MANAGEMENT, LLC
9 WEST 57TH STREET, 29TH FLOOR
NEW YORK, NY10019
X
Signatures
/s/ Ramzi M. Musallam 06/06/2018
Signature of Reporting Person Date
/s/ Ramzi M. Musallam, Authorized Signatory for The Veritas Capital Fund IV, L.P., acting as the Majority of Members of The SI Organization Holdings LLC 06/06/2018
Signature of Reporting Person Date
/s/ Ramzi M. Musallam, Managing Partner of Veritas Capital Partners IV, L.L.C., General Partner of The Veritas Capital Fund IV, L.P. 06/06/2018
Signature of Reporting Person Date
/s/ Ramzi M. Musallam, Managing Partner of Veritas Capital Partners IV, L.L.C. 06/06/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 3 is filed jointly by Ramzi M. Musallam, The SI Organization Holdings LLC ("The SI LLC"), The Veritas Capital Fund IV, L.P. ("Fund IV") and Veritas Capital Partners IV, L.L.C. ("Fund IV LLC") (collectively, the "Reporting Persons"). The shares of Common Stock, par value $0.01 per share ("Common Stock") of Perspecta Inc. ("Issuer") are directly owned by The SI LLC and KGS Holding LLC ("KGS LLC"). The SI LLC directly owns 18,877,244 shares of Common Stock and KGS LLC directly owns 4,396,097 shares of Common Stock. Fund IV may be deemed a beneficial owner of shares of Common Stock directly owned by The SI LLC, including on the basis of its power to appoint all of the members of the board of managers of The SI LLC. Fund IV LLC may be deemed a beneficial owner of shares of Common Stock directly owned by The SI LLC, including on the basis of Fund IV LLC serving as the general partner of Fund IV.
( 2 )(Continued from Footnote 1) Ramzi M. Musallam may be deemed a beneficial owner of shares of Common Stock directly owned by The SI LLC, and shares of Common Stock directly owned by KGS LLC, including on the basis of Mr. Musallam serving as the managing partner of Fund IV LLC and as the managing partner of Veritas Capital Partners III, L.L.C., which is the general partner of The Veritas Capital Fund III, L.P., which is the managing member of KGS LLC. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

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