0001140361-19-001057.txt : 20190114 0001140361-19-001057.hdr.sgml : 20190114 20190114205530 ACCESSION NUMBER: 0001140361-19-001057 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190114 FILED AS OF DATE: 20190114 DATE AS OF CHANGE: 20190114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Topper David Joseph CENTRAL INDEX KEY: 0001740378 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35487 FILM NUMBER: 19526062 MAIL ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY, LP STREET 2: 55 EAST 52ND STREET, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Engility Holdings, Inc. CENTRAL INDEX KEY: 0001544229 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 453854852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4803 STONECROFT BOULEVARD CITY: CHANTILLY STATE: VA ZIP: 20151 BUSINESS PHONE: 7036338300 MAIL ADDRESS: STREET 1: 4803 STONECROFT BOULEVARD CITY: CHANTILLY STATE: VA ZIP: 20151 4 1 form4.xml FORM 4 X0306 4 2019-01-14 true 0001544229 Engility Holdings, Inc. EGL 0001740378 Topper David Joseph C/O GENERAL ATLANTIC SERVICE COMPANY, LP 55 EAST 52ND STREET, 33RD FLOOR NEW YORK NY 10055 true true Common Stock 2019-01-14 4 D 0 8960446 D 0 I See footnotes Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 9, 2018, among Engility Holdings, Inc. (the "Company"), Science Applications International Corporation ("SAIC") and Raptors Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of SAIC, each share of the Company's common stock owned by the reporting person immediately prior to the effective time (the "Effective Time") of the merger of Merger Sub with and into the Company (the "merger"), with the Company surviving the merger as a wholly owned subsidiary of SAIC, was, upon the Effective Time, converted into the right to receive 0.450 shares of common stock of SAIC, with cash in lieu of fractional shares. By Birch Partners, LP (now New Birch Partners, LP) ("Birch Partners"). Birch Partners directly held all of the shares of common stock of the Company reported herein (the "Shares"). Birch GP, LLC was the general partner of Birch Partners. The members of Birch GP, LLC were General Atlantic Partners 85, L.P., a Delaware limited partnership ("GAP 85"), and KKR 2006 Fund L.P. The limited partners of Birch Partners include GAP 85, GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"), and GAPCO GmbH & Co., KG, a German limited partnership ("KG" and, together with GAP 85, GAPCO III, GAPCO IV and GAPCO CDA, the "GA Funds"), as well as other investors. Collectively, the GA Funds may be deemed to have had an indirect beneficial interest in 8,960,446 Shares previously held by Birch Partners. Mr. Topper is an Operating Partner of General Atlantic LLC ("GA LLC"). GA LLC is the general partner of General Atlantic GenPar, L.P., a Delaware limited partnership, which is the general partner of GAP 85. GA LLC is also the managing member of GAPCO III and GAPCO IV, and the general partner of GAPCO CDA. In addition, the managing directors of GA LLC control the voting and investment decisions of GAPCO Management GmbH, a German corporation, which is the general partner of KG. Mr. Topper disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes. The reporting person described in the notes above may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934. The reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. In addition, the reporting person described in the notes above may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934 with other limited partners of Birch Partners or other members of Birch GP, LLC. This report shall not be deemed an admission that the reporting person is a member of a group or the beneficial owner of any securities not directly owned by the reporting person. /s/ Jon Brooks, Attorney-In-Fact 2019-01-14