SEC FORM 4

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

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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^*

Scholl Jonathan W

(Last)

(First)

(Middle)

11951 FREEDOM DRIVE

(Street)

RESTON

20190

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Leidos Holdings, Inc. [ LDOS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Group President

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/04/2020		F		592⁽¹⁾	D	$109.33	39,460	D
Common Stock								9,390.5478	I	By Key Executive Stock Deferral Plan
Common Stock	03/04/2020		M		35,777	A	$31.2607	75,237	D
Common Stock	03/05/2020		M		18,024	A	$33.8177	93,261	D
Common Stock	03/05/2020		M		11,049	A	$53.54	104,310	D
Common Stock	03/05/2020		M		6,846	A	$63.76	111,156	D
Common Stock	03/05/2020		F		21,602⁽²⁾	D	$112.33	89,554	D
Common Stock	03/05/2020		F		11,108⁽²⁾	D	$112.33	78,446	D
Common Stock	03/05/2020		F		7,875⁽²⁾	D	$112.33	70,571	D
Common Stock	03/05/2020		F		5,221⁽²⁾	D	$112.33	65,350	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$31.2607	03/05/2020		M			35,777⁽³⁾	09/11/2016	09/10/2022	Common Stock	35,777	$0	0	D
Stock Option (Right to Buy)	$33.8177	03/05/2020		M			18,024⁽⁴⁾	03/04/2017	03/03/2023	Common Stock	18,024	$0	0	D
Stock Option (Right to Buy)	$53.54	03/05/2020		M			11,049⁽⁵⁾	03/03/2018	03/02/2024	Common Stock	11,049	$0	3,684	D
Stock Option (Right to Buy)	$63.76	03/05/2020		M			6,846⁽⁶⁾	03/02/2019	03/01/2025	Common Stock	6,846	$0	6,846	D

Explanation of Responses:

1. Reporting shares withheld for taxes from the vesting of awards.

2. Transaction involved the surrender of shares to Leidos Holdings, Inc. to pay the exercise price and taxes for options exercised.

3. Relates to options granted September 11, 2015.

4. Relates to options granted March 4, 2016.

5. Relates to options granted March 3, 2017.

6. Relates to options granted March 2, 2018.

Remarks:

	Raymond L. Veldman, Attorney-in-Fact	03/06/2020
	** 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).
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