DXC Technology Co — Director's Dealing 2018

Dec 19, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DXC Technology Co (DXC)
CIK: 0001688568
Period of Report: 2018-05-23

Reporting Person: Mason Joanne (EVP & Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-23	Common Stock	A	4111	—	Acquired	46077	Direct
2018-12-15	Common Stock	M	32702	—	Acquired	78779	Direct
2018-12-15	Common Stock	M	32702	—	Acquired	111481	Direct
2018-12-15	Common Stock	M	32703	—	Acquired	144184	Direct
2018-12-15	Common Stock	F	46111	$56.76	Disposed	98073	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-15	Restricted Stock Units	$0.0	M	32702	Disposed		Common Stock (32702.0)	Direct
2018-12-15	Restricted Stock Units	$0.0	M	32702	Disposed		Common Stock (32702.0)	Direct
2018-12-15	Restricted Stock Units	$0.0	M	32703	Disposed		Common Stock (32703.0)	Direct

Footnotes

F1: Represents 25% of the target number of performance-vesting restricted stock units ("PSUs") awarded on May 31, 2017, that have been earned due to the Company's early achievement of the applicable fiscal year 2018 performance goals (the "Earned PSUs"). The Earned PSUs will vest and settle as soon as practicable after the date upon which the Company files with the U.S. Securities and Exchange Commission the Company's Annual Report on Form 10-K for fiscal year 2020 and calculates the applicable performance results, but in no event later than December 31, 2020, subject to the reporting person's continued employment. Pursuant to the anti-dilution provisions of the registrant's 2017 Omnibus Incentive Plan, the amount of Earned PSUs has been adjusted in connection with the spin-off of the registrant's United States Public Sector business using a conversion ratio of 0.8649 (the "USPS Spin-Off Conversion Ratio").

F2: Amount reported includes unvested Restricted Stock Units ("RSUs").

F3: Shares withheld to satisfy tax liabilities arising from RSUs that settled on December 15, 2018.

F4: Each RSU entitles the reporting person to receive one share of common stock on the settlement date. One-third of the December 2015 performance-vesting RSUs of Computer Sciences Corporation had already vested on December 15, 2016 and were converted into vested RSUs of the Company on April 1, 2017 and settled on December 15, 2018. The amount of RSUs has been adjusted by applying the USPS Spin-Off Conversion Ratio.

F5: Each RSU entitles the reporting person to receive one share of common stock on the settlement date. One-third of the December 2015 performance-vesting RSUs of Computer Sciences Corporation were converted into time-vesting RSUs of the Company on April 1, 2017, vested on December 15, 2017 and settled on December 15, 2018. The amount of RSUs has been adjusted by applying the USPS Spin-Off Conversion Ratio.

F6: Each RSU entitles the reporting person to receive one share of common stock on the settlement date. The remaining one-third of the December 2015 performance-vesting RSUs of Computer Sciences Corporation were converted into time-vesting RSUs of the Company on April 1, 2017 and vested and settled on December 15, 2018. The amount of RSUs has been adjusted by applying the USPS Spin-Off Conversion Ratio.