CUSIP No. 29286C 107
|
SCHEDULE 13D |
Page 2 of 16
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
17,920,892
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
17,920,892
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,920,892
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.6%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 29286C 107
|
SCHEDULE 13D |
Page 3 of 16
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic GenPar, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
17,920,892
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
17,920,892
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,920,892
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.6%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 29286C 107
|
SCHEDULE 13D |
Page 4 of 16
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 85, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
17,920,892
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
17,920,892
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,920,892
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.6%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 29286C 107
|
SCHEDULE 13D |
Page 5 of 16
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments III, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
17,920,892
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
17,920,892
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,920,892
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.6%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 29286C 107
|
SCHEDULE 13D |
Page 6 of 16
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments IV, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
17,920,892
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
17,920,892
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,920,892
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.6%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 29286C 107
|
SCHEDULE 13D |
Page 7 of 16
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments CDA, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
17,920,892
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
17,920,892
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,920,892
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.6%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 29286C 107
|
SCHEDULE 13D |
Page 8 of 16
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAPCO GmbH & Co. KG
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
17,920,892
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
17,920,892
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,920,892
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.6%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 29286C 107
|
SCHEDULE 13D |
Page 9 of 16
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAPCO Management GmbH
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
o |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
17,920,892
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
17,920,892
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,920,892
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.6%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 29286C 107
|
SCHEDULE 13D |
Page 10 of 16
|
(i)
|
General Atlantic LLC, a Delaware limited liability company (“GA LLC”);
|
(ii)
|
General Atlantic GenPar, L.P., a Delaware limited partnership (“GenPar”);
|
(iii)
|
General Atlantic Partners 85, L.P., a Delaware limited partnership (“GAP 85”);
|
(iv)
|
GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III”);
|
(v)
|
GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”);
|
(vi)
|
GAP Coinvestments CDA, L.P., a Delaware limited partnership (“GAPCO CDA”);
|
(vii)
|
GAPCO GmbH & Co KG, a German limited partnership (“KG”); and
|
(viii)
|
GAPCO Management GmbH, a German corporation (“GmbH Management”)
|
CUSIP No. 29286C 107
|
SCHEDULE 13D |
Page 11 of 16
|
CUSIP No. 29286C 107
|
SCHEDULE 13D |
Page 12 of 16
|
CUSIP No. 29286C 107
|
SCHEDULE 13D |
Page 13 of 16
|
CUSIP No. 29286C 107
|
SCHEDULE 13D |
Page 14 of 16
|
Exhibit 1:
|
First Amendment to Stockholders’ Agreement, dated as of February 28, 2018, among Engility Holdings, Inc., Birch Partners, LP, KKR 2006 Fund L.P. and General Atlantic Partners 85, L.P. (filed as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on March 1, 2018).
|
CUSIP No. 29286C 107
|
SCHEDULE 13D |
Page 15 of 16
|
GENERAL ATLANTIC LLC
|
||||
By:
|
/s/ Thomas J. Murphy
|
|||
Name:
|
Thomas J. Murphy
|
|||
Title:
|
Managing Director
|
|||
GENERAL ATLANTIC GENPAR, L.P.
|
||||
By:
|
General Atlantic LLC,
|
|||
Its general partner
|
||||
By:
|
/s/ Thomas J. Murphy
|
|||
Name:
|
Thomas J. Murphy
|
|||
Title:
|
Managing Director
|
|||
GENERAL ATLANTIC PARTNERS 85, L.P.
|
||||
By:
|
General Atlantic GenPar, L.P.,
|
|||
Its general partner
|
||||
By:
|
General Atlantic LLC,
|
|||
Its general partner
|
||||
By:
|
/s/ Thomas J. Murphy
|
|||
Name:
|
Thomas J. Murphy
|
|||
Title:
|
Managing Director
|
|||
CUSIP No. 29286C 107
|
SCHEDULE 13D |
Page 16 of 16
|
GAP COINVESTMENTS III, LLC
|
||||
By:
|
General Atlantic LLC,
|
|||
Its managing member
|
||||
By:
|
/s/ Thomas J. Murphy
|
|||
Name:
|
Thomas J. Murphy
|
|||
Title:
|
Managing Director
|
|||
GAP COINVESTMENTS IV, LLC
|
||||
By:
|
General Atlantic LLC,
|
|||
Its managing member
|
||||
By:
|
/s/ Thomas J. Murphy
|
|||
Name:
|
Thomas J. Murphy
|
|||
Title:
|
Managing Director
|
|||
GAP COINVESTMENTS CDA, L.P.
|
||||
By:
|
General Atlantic LLC,
|
|||
Its general partner
|
||||
By:
|
/s/ Thomas J. Murphy
|
|||
Name:
|
Thomas J. Murphy
|
|||
Title:
|
Managing Director
|
|||
GAPCO GMBH & CO. KG
|
||||
By:
|
GAPCO Management GmbH,
|
|||
Its general partner
|
||||
By:
|
/s/ Thomas J. Murphy
|
|||
Name:
|
Thomas J. Murphy
|
|||
Title:
|
Managing Director
|
|||
GAPCO MANAGEMENT GMBH
|
||||
By:
|
/s/ Thomas J. Murphy
|
|||
Name:
|
Thomas J. Murphy
|
|||
Title:
|
Managing Director
|
Name
|
Business Address
|
Citizenship
|
William E. Ford
(Chief Executive Officer)
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
J. Frank Brown
(Chief Operating Officer)
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
Thomas J. Murphy
(Chief Financial Officer)
|
600 Steamboat Road
Greenwich, Connecticut 06830
|
United States
|
Gabriel Caillaux
|
23 Savile Row
London W1S 2ET
United Kingdom
|
France
|
Andrew Crawford
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
Alex Crisses
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
Steven A. Denning
(Chairman)
|
600 Steamboat Road
Greenwich, Connecticut 06830
|
United States
|
Michelle Dipp
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
Mark F. Dzialga
|
600 Steamboat Road
Greenwich, Connecticut 06830
|
United States
|
Martin Escobari
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
Bolivia and Brazil
|
Pamela Fang
|
Suite 1704, 17/F Alexandra House
18 Chater Road
Central, Hong Kong
China
|
United States
|
Wai Hoong Fock
|
Asia Square Tower 1
8 Marina View, #41-04
Singapore 018960
|
Singapore
|
Name
|
Business Address
|
Citizenship
|
Aaron Goldman
|
23 Savile Row
London W1S 2ET
United Kingdom
|
United States
|
David C. Hodgson
(Vice Chairman)
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
René M. Kern
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States and Germany
|
Jonathan C. Korngold
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
Christopher G. Lanning
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
Anton J. Levy
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
Sandeep Naik
|
Level 19, Birla Aurora
Dr. Annie Besant Road
Worli, Mumbai 400 030
India
|
United States
|
Joern Nikolay
|
Maximilianstrasse 35b
80539 Munich
Germany
|
Germany
|
Name
|
Business Address
|
Citizenship
|
Andrew C. Pearson
|
600 Steamboat Road
Greenwich, Connecticut 06830
|
United States
|
Shantanu Rastogi
|
Level 19, Birla Aurora
Dr. Annie Besant Road
Worli
Mumbai 400 030
India
|
India
|
David A. Rosenstein
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
Paul Stamas
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
Graves Tompkins
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
Robbert Vorhoff
|
55 East 52nd Street
32nd Floor
New York, New York 10055
|
United States
|
Chi Eric Zhang
|
Unit 2707 Tower S2
Bund Finance Centre
No. 600
Zhongshan Dong Er Road
Huangpu District
Shanghai, 200010
China
|
Hong Kong SAR
|