SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
WAGONER DOUGLAS MARTIN

(Last) (First) (Middle)
1710 SAIC DRIVE

(Street)
MCLEAN VA 22102

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/19/2014
3. Issuer Name and Ticker or Trading Symbol
Science Applications International Corp [ SAIC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sector President
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 47,947.3643(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) 03/30/2013(2) 03/29/2019 Common Stock 37,476(3) $27.1151 D
Stock Option (Right to Buy) 04/05/2014(2) 04/04/2020 Common Stock 21,923(3) $27.8128 D
Stock Option (Right to Buy) 12/16/2016(4) 12/16/2020 Common Stock 27,420 $32.03 D
Stock Option (Right to Buy) 04/01/2012(2) 03/31/2018 Common Stock 21,475(3) $34.7302 D
Stock Option (Right to Buy) 04/02/2011(2) 04/01/2015 Common Stock 16,449(3) $35.7565 D
Stock Option (Right to Buy) 04/03/2010(2) 04/02/2014 Common Stock 15,346(3) $37.8911 D
Explanation of Responses:
1. Includes common stock of the Issuer received with respect to shares of of common stock of Leidos Holdings, Inc. (formerly SAIC, Inc.) held prior to the spin-off of the Issuer from Leidos Holdings, Inc.
2. The option is exercisable according to the following annual vesting schedule: 20% in years 1, 2 and 3, and 40% in year 4. The date exercisable set forth above is the first anniversary of the date of grant of each option and represents the date on which the option first became exercisable with respect to 20% of the underlying shares in accordance with the aforementioned vesting schedule.
3. Represents equity awards granted by Leidos Holdings, Inc. that have been converted into equity awards of the Issuer in connection with the spin-off of the Issuer from Leidos Holdings, Inc.
4. The option shall vest and become exercisable as to 100% of the option shares on the third-year anniversary of the grant date.
Remarks:
Exhibit 24 - Power of Attorney poawagoner.txt
Nancy A. Walker, Attorney-in-Fact 03/26/2014
** Signature of Reporting Person Date
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 5 (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.
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