0001336920false00013369202022-02-182022-02-18
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 18, 2022 | | | | | | | | |
| LEIDOS HOLDINGS, INC. | |
| (Exact name of registrant as specified in its charter) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Delaware | | 001-33072 | | 20-3562868 |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | | | | | |
| 1750 Presidents Street, | Reston, | Virginia | | | | 20190 |
| (Address of principal executive office) | | | | (Zip Code) |
| | | | | | | |
(571) 526-6000
(Registrants' telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | | | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | | | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | | | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Common stock, par value $.0001 per share | | LDOS | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
FORM 8-K
On February 18, 2022, Roger A. Krone, Chairman and Chief Executive Officer of Leidos Holdings, Inc. (the "Company"), adopted a prearranged stock trading plan (the "Plan") providing for the exercise of certain employee stock options and for the sale of shares of common stock of the Company issued upon exercise of the options. The Plan covers options to purchase 138,784 shares granted as compensation to Mr. Krone in April 2015 with a strike price of $31.55 (the "Plan Options"). The Plan Options will expire on April 9, 2022.
The transactions under the Plan are expected to occur no earlier than March 21, 2022. The Plan expires on April 8, 2022. The Plan was established under Rule 10b5-1 of the Securities Exchange Act of 1934 and the Company’s policies regarding stock transactions. The transactions will be disclosed publicly in Form 144 and Form 4 filings with the Securities and Exchange Commission.
| | | | | |
| Item 9.01. | Financial Statements and Exhibits. |
(i) Exhibits | | | | | |
| Exhibit 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL and contained in Exhibit 101. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | | | | | | | |
| | | | | |
| | | LEIDOS HOLDINGS, INC. |
| | | |
| Date: | February 18, 2022 | | By: | | /s/ Benjamin A. Winter |
| | | | | Benjamin A. Winter |
| | | Its: | | Senior Vice President and Corporate Secretary |