Sec Form 4 Filing - Musallam Ramzi M @ Perspecta Inc. - 2021-05-06

Insider filing report for Changes in Beneficial Ownership
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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
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)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O VERITAS CAPITAL FUND MANAGEMENT, LLC, 9 WEST 57TH STREET, 32ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/06/2021
(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 05/06/2021 J( 1 ) 23,273,341 ( 1 ) ( 3 ) D 100 ( 1 ) ( 2 ) I See footnotes ( 1 ) ( 3 ) ( 4 ) ( 5 )
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, 32ND FLOOR
NEW YORK, NY10019
X See Remarks
Veritas Capital Partners IV, L.L.C.
C/O VERITAS CAPITAL FUND MANAGEMENT, LLC
9 WEST 57TH STREET, 32ND FLOOR
NEW YORK, NY10019
X
Veritas Capital Fund IV, L.P.
C/O VERITAS CAPITAL FUND MANAGEMENT, LLC
9 WEST 57TH STREET, 32ND FLOOR
NEW YORK, NY10019
X
SI Organization Holdings LLC
C/O VERITAS CAPITAL FUND MANAGEMENT, LLC
9 WEST 57TH STREET, 32ND FLOOR
NEW YORK, NY10019
X
Signatures
THE SI ORGANIZATION HOLDINGS LLCBy: The Veritas Capital Fund IV, L.P., acting as the Majority of MembersBy: /s/ Ramzi M. MusallamName: Ramzi M. MusallamTitle: Authorized Signatory 05/11/2021
Signature of Reporting Person Date
THE VERITAS CAPITAL FUND IV, L.P.By: Veritas Capital Partners IV, L.L.C., its General PartnerBy: /s/ Ramzi M. MusallamName: Ramzi M. MusallamTitle: Managing Partner 05/11/2021
Signature of Reporting Person Date
VERITAS CAPITAL PARTNERS IV, L.L.C.By: /s/ Ramzi M. MusallamName: Ramzi M. MusallamTitle: Managing Partner 05/11/2021
Signature of Reporting Person Date
/s/ Ramzi M. Musallam 05/11/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to that certain Agreement and Plan of Merger, dated as of January 27, 2021 (the "Merger Agreement"), by and among the Issuer, Jaguar ParentCo Inc., a Delaware corporation ("Parent"), and Jaguar Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation of the Merger as a wholly owned subsidiary of Parent (the "Surviving Corporation"). As a result of the Merger, Parent directly holds 100 shares of common stock, par value $0.01 per share, of the Issuer (the "Shares), as the Surviving Corporation, and Ramzi M. Musallam may be deemed to beneficially own such Shares.
( 2 )Consists of the Shares described in Footnote 1.
( 3 )Prior to the consummation of the Merger, (a) KGS Holding LLC, a Delaware limited liability company ("KGS LLC"), was the direct beneficial owner of the reported 4,396,097 shares of Common Stock of the Issuer (the "Fund III Shares") and (b) The SI Organization Holdings LLC, a Delaware limited liability company ("The SI LLC"), was the direct beneficial owner of the reported 18,877,244 shares of Common Stock of the Issuer (the "Fund IV Shares"). The Veritas Capital Partners IV, L.P., a Delaware limited partnership ("Fund IV"), Veritas Capital Partners IV, L.L.C., a Delaware limited liability company ("Fund IV LLC", and together with The SI LLC and Fund IV, the "Veritas Reporting Persons"), and Ramzi M. Musallam (together with the Veritas Reporting Persons, the "Reporting Persons") may be deemed to have been indirect beneficial owners of such reported Fund IV Shares, and Ramzi M. Musallam may be deemed to have been an indirectly bencial owner of such reported Fund III Shares.
( 4 )As a result of the Merger, the Fund III Shares and the Fund IV Shares were cancelled and converted into the right to receive $29.35 in cash per share of Common Stock of the Issuer, subject to applicable withholding.
( 5 )Each of the Reporting Persons disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the securities reported herein except to the extent of its pecuniary interest therein.

Remarks:
In connection with the consummation of the Merger, Ramzi M. Musallam resigned as a director of the Issuer.

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