0000950142-18-000780.txt : 20180403 0000950142-18-000780.hdr.sgml : 20180403 20180403214246 ACCESSION NUMBER: 0000950142-18-000780 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180403 FILED AS OF DATE: 20180403 DATE AS OF CHANGE: 20180403 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Marrone Christian CENTRAL INDEX KEY: 0001707618 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37494 FILM NUMBER: 18735778 MAIL ADDRESS: STREET 1: 3170 FAIRVIEW PARK DRIVE CITY: FALLS CHURCH STATE: VA ZIP: 22042 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CSRA Inc. CENTRAL INDEX KEY: 0001646383 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 474310550 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3170 FAIRVIEW PARK DRIVE CITY: FALLS CHURCH STATE: VA ZIP: 22042 BUSINESS PHONE: (703) 641-2000 MAIL ADDRESS: STREET 1: 3170 FAIRVIEW PARK DRIVE CITY: FALLS CHURCH STATE: VA ZIP: 22042 FORMER COMPANY: FORMER CONFORMED NAME: Computer Sciences Government Services Inc. DATE OF NAME CHANGE: 20150702 4 1 es1800491_4-marrone.xml OWNERSHIP DOCUMENT X0306 4 2018-04-03 1 0001646383 CSRA Inc. CSRA 0001707618 Marrone Christian 3170 FAIRVIEW PARK DRIVE FALLS CHURCH VA 22042 0 1 0 0 Sr. Vice Pres., Chief of Staff Restricted Stock Units (PerformanceVested) 2018-04-03 4 D 0 3858 D Common Stock 3858 0 D Restricted Stock Units (PerformanceVested) 2018-04-03 4 D 0 5460 D Common Stock 5460 0 D Restricted Stock Units 2018-04-03 4 D 0 10717 D Common Stock 10717 0 D Restricted Stock Units 2018-04-03 4 D 0 3640 D Common Stock 3640 0 D Restricted Stock Units 2018-04-03 4 D 0 9202 D Common Stock 9202 0 D Stock Options (right to buy) 24.77 2018-04-03 4 D 0 10632 D 2026-05-31 Common Stock 10632 0 D Each performance-vesting restricted stock unit ("PSU") represents a contingent right to receive one share of CSRA Inc.'s ("Company") common stock. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Company's common stock. Pursuant to the Agreement and Plan of Merger, dated as of February 9, 2018 (as amended, the "Merger Agreement"), between the Company, General Dynamics Corporation ("Parent") and Red Hawk Enterprises Corp. ("Merger Sub"), on April 3, 2018, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive $41.25 in cash, net of applicable withholding taxes and without interest ("Merger Consideration"). Pursuant to the Merger Agreement, each PSU outstanding immediately prior to the effective time of the Merger became fully vested at the target level of vesting and was canceled and converted into the right to receive, for each Share subject to such then-vested PSU, the Merger Consideration. Pursuant to the Merger Agreement, each RSU granted prior to 2018, outstanding immediately prior to the effective time of the Merger, became fully vested and canceled and converted into the right to receive, for each Share subject to such RSU, the Merger Consideration. Pursuant to the Merger Agreement, each outstanding RSU granted in 2018, at the effective time of the Merger was converted into (i) restricted stock units that are subject to shares of the common stock of Parent (par value $0.001 per share) and (ii) a right to a cash payment of any dividend equivalents accumulated or retained by the Company prior to the effective time of the Merger. Each RSU granted in 2018 will be converted into restricted stock units of the Parent by multiplying the number of Shares subject to each such RSU by the fraction determined by dividing (A) $41.25 per share by (B) the average of the volume-weighted average price per share of the Parent's common stock trading on the New York Stock Exchange for each of the 20 consecutive business days ending on (and including) the date of the Merger. Pursuant to the Merger Agreement, each option outstanding immediately prior to the effective time of the Merger, whether vested or unvested, became fully vested, canceled and converted into the right to receive a lump-sum cash payment, without interest, in the amount of the Option Consideration, with respect to such option. "Option Consideration" means, with respect to an option an amount equal to the product of (A) the excess, if any, of the Merger Consideration over the applicable exercise price per Share subject to such option multiplied by (B) the number of Shares subject to such option. /s/ William J. Haynes II, Attorney-in-Fact 2018-04-03