Sec Form 4 Filing - Smith James R @ COMPUTER SCIENCES CORP - 2017-04-01

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
Smith James R
2. Issuer Name and Ticker or Trading Symbol
COMPUTER SCIENCES CORP [ CSC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Exec VP & GM GBS
(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 S 35,399 ( 1 ) D $ 0 ( 1 ) 0 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) $ 27.32 04/01/2017 D 6,943 ( 2 ) 05/16/2015( 3 ) 05/16/2024 Common Stock 6,943 $ 0 0 D
Options (rights to buy) $ 30.73 04/01/2017 D 51,619 ( 2 ) 05/22/2016( 4 ) 05/22/2025 Common Stock 51,619 $ 0 0 D
Options (rights to buy) $ 49.24 04/01/2017 D 89,965 ( 2 ) 05/27/2017( 5 ) 05/27/2026 Common Stock 89,965 $ 0 0 D
Restricted Stock Units $ 0 04/01/2017 D 14,544 ( 6 ) ( 7 ) ( 7 ) Common Stock 14,544 $ 0 0 D
Restricted Stock Units $ 0 04/01/2017 D 2,890 ( 6 ) 05/27/2017( 8 ) ( 8 ) Common Stock 2,890 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Smith James R
1775 TYSONS BOULEVARD
TYSONS, VA22102
Exec VP & GM GBS
Signatures
William L. Deckelman, Jr., Attorney-In-Fact 04/04/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Common Stock was disposed of at the effective time of the merger of Computer Sciences Corporation (the "Company") with and into New Everett Merger Sub, Inc. on April 1, 2017 (the "Merger") by conversion into one share of common stock of DXC Technology Company.
( 2 )Each Option was disposed of at the effective time of the Merger by conversion into one option to purchase one share of common stock of DXC Technology Company on the same terms and conditions that were in effect immediately prior to the consummation of the Merger.
( 3 )This option is exercisable in three equal annual installments beginning May 16, 2015.
( 4 )This option is exercisable in three equal annual installments beginning May 12, 2016.
( 5 )This option is exercisable in three equal annual installments beginning May 27, 2017.
( 6 )Restricted Stock Units ("RSUs") were disposed of at the effective time of the Merger by conversion into RSUs of DXC Technology Company on the same terms and conditions that were in effect immediately prior to the consummation of the Merger.
( 7 )Each vested RSU entitles the reporting person to receive one share of common stock. The RSUs fully vest at age 62, subject to the reporting person's continued employment through that date, and may vest earlier in certain other circumstances. In addition, 50% of the RSUs vest at age 55 or older with at least five years of continuous service, with an additional 10% of the RSUs vesting for each subsequent year of continuous service, subject to the reporting person's continued employment through the vesting date. Vested RSUs are released as shares of common stock at the rate of 10% of the shares granted on each of the first ten anniversaries of the reporting person's employment termination date.
( 8 )Each RSU granted as part of the Fiscal 2017 Retention Award entitles the reporting person to receive one share of common stock upon the vesting date. The RSUs vest on May 27, 2017.

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.