SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* REHBERGER WAYNE M (Last) (First) (Middle) C/O ENGILITY HOLDINGS, INC. 4803 STONECROFT BOULEVARD (Street) CHANTILLY VA 20151 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Engility Holdings, Inc. [ EGL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior Vice President and CFO
	3. Date of Earliest Transaction (Month/Day/Year) 12/21/2018
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	12/21/2018		M		20,467	A	(1)	44,607(2)	D
Common Stock	12/21/2018		F		9,231(3)	D	$27.18	35,376	D
Common Stock	12/21/2018		M		4,899	A	(4)	40,275	D
Common Stock	12/21/2018		F		2,210(5)	D	$27.18	38,065	D
Common Stock	12/21/2018		M		11,789	A	(4)	49,854	D
Common Stock	12/21/2018		F		5,317(5)	D	$27.18	44,537	D
Common Stock	12/21/2018		M		6,823	A	(6)	51,360	D
Common Stock	12/21/2018		F		3,078(5)	D	$27.18	48,282	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Performance Units	(1)	12/21/2018		M			20,467	(1)	(1)	Common Stock	20,467	$0	0	D
Restricted Stock Units	(4)	12/21/2018		M			4,899	(4)	(4)	Common Stock	4,899	$0	0	D
Restricted Stock Units	(4)	12/21/2018		M			11,789	(4)	(4)	Common Stock	11,789	$0	0	D
Restricted Stock Units	(6)	12/21/2018		M			6,823	(6)	(6)	Common Stock	6,823	$0	0	D

Explanation of Responses:

1. Reflects the annual grant of performance units. Performance units cliff-vest on the third anniversary of the date of grant, with the number of shares delivered based on the Company's performance relative to its peers in terms of revenue growth and total stockholder return.

2. Includes the purchase of 173 shares of stock under the Engility Employee Stock Purchase Plan.

3. Reflects shares withheld to cover the payment of taxes upon the vesting of performance units.

4. Reflects the annual grant of Restricted Stock Units ("RSUs") that vest over three years from the date of grant - one-third (1/3) on the first anniversary, one-third (1/3) on the second anniversary, and one-third (1/3) on the third anniversary. Vested RSUs are settled in shares of common stock of Engility Holdings, Inc. (the "Issuer") or cash, which determination will be made at the sole discretion of the Issuer's Compensation Committee (or a subcommittee thereof).

5. Reflects shares withheld to cover the payment of taxes upon the vesting of restricted stock units.

6. Reflects the annual grant of Restricted Stock Units ("RSUs") that vest over three years from the date of grant - 25% on the first anniversary, 25% on the second anniversary, and 50% on the third anniversary. Vested RSUs are settled in shares of common stock of Engility Holdings, Inc. (the "Issuer") or cash, which determination will be made at the sole discretion of the Issuer's Compensation Committee (or a subcommittee thereof).

	/s/ Jon Brooks as Attorney-in-Fact	12/26/2018
	** 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 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.