CSC Computer Sciences Corp.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Computer Sciences Corporation
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
205363104
(CUSIP Number)
Marc Weingarten, Esq. Eleazer Klein, Esq.
919 Third Avenue
New York, New York 10022
(212) 756-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 18, 2015
(Date of Event which Requires
Filing of this Schedule)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)

(Page 1 of 5 Pages)

--------------------------

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

1	NAME OF REPORTING PERSON JANA PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 5,707,386 Shares
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 5,707,386 Shares
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,707,386 Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 4.1%
14	TYPE OF REPORTING PERSON IA

 

 

This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on February 23, 2015 (as hereby amended, the "Schedule 13D") with respect to the shares ("Shares") of common stock, par value $1.00 per share, of Computer Sciences Corporation, a Nevada corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. This Amendment No. 1 amends Items 3, 4, 5 and 7 as set forth below, and constitutes an "exit filing" for the Reporting Person.

 

Item 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 

Item 3 of the Schedule 13D is hereby amended and restated as follows:

 

The 5,707,386 Shares reported herein by the Reporting Person were acquired at an aggregate purchase price of approximately $351.9 million. Such Shares were acquired with investment funds in accounts managed by the Reporting Person and margin borrowings described in the following sentence. Such Shares are held by the investment funds managed by the Reporting Person in commingled margin accounts, which may extend margin credit to the Reporting Person from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker's call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein.

 

Item 4.

PURPOSE OF TRANSACTION.

 

Item 4 of the Schedule 13D is being amended and supplemented by the addition of the following:

 

The Reporting Person has sold the Shares of the Issuer reported herein through regular portfolio management activities. The Reporting Person is highly supportive of the recent steps taken by the Issuer's board of directors and management, including the Issuer's recent decision to separate its global commercial business from its U.S. public sector unit.

 

Item 5.

INTEREST IN SECURITIES OF THE COMPANY.

 

Paragraphs (a)—(c) and (e) of Item 5 of the Schedule 13D are hereby amended and restated as follows:

 

(a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Person is based upon 138,783,908 Shares outstanding, which is the total number of Shares outstanding as of October 23, 2015, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended October 2, 2015, filed with the SEC on November 10, 2015.

At the close of business on November 20, 2015, the Reporting Person may be deemed to beneficially own 5,707,386 Shares, constituting approximately 4.1% of the Shares outstanding.

(b) The Reporting Person has sole voting and dispositive powers over 5,707,386 Shares, which powers are exercised by the Principal.

 

 

(c) Information concerning transactions in the Shares effected by the Reporting Person during the past sixty days is set forth in Exhibit B hereto and is incorporated herein by reference. All of the transactions in Shares listed hereto were effected in the open market through various brokerage entities.

(e) November 18, 2015.

 

Item 7.

MATERIAL TO BE FILED AS EXHIBITS.

 

Item 7 of the Schedule 13D is being amended and supplemented by the addition of the following:

 

Exhibit B:

Transactions in the Shares During the Last 60 Days.

 

 

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 20, 2015

 

 

	JANA PARTNERS LLC
	By:	/s/ Jennifer Fanjiang
	Name:	Jennifer Fanjiang
	Title:	General Counsel

 

 

 

EXHIBIT B

 

 

Transactions in the Issuer During the Last 60 Days

 

The following table sets forth all transactions in the Shares effected in the past sixty days by the Reporting Person. Except as noted below, all such transactions were effected in the open market through brokers and the price per share is net of commissions.

 

 

Trade Date	Shares Purchased (Sold)	Price Per Share ($)
9/24/2015	100,000	59.25
9/30/2015	71,363*	61.28
9/30/2015	(71,363)*	61.27
10/13/2015	(100,000)	65.12
10/14/2015	(4,835)	65.08
10/19/2015	(50,165)	64.45
10/19/2015	(4,500)	64.47
10/19/2015	(40,500)	64.48
10/22/2015	(25,000)	66.26
10/23/2015	(25,000)	66.22
10/26/2015	(24,600)	66.34
10/26/2015	(400)	66.50
11/3/2015	(50,000)	67.54
11/18/2015	(122,600)	70.31
11/18/2015	(156,294)	70.32
11/19/2015	(77,100)	70.00
11/19/2015	(152,346)	70.02
11/19/2015	(140,426)	70.07
11/19/2015	(400,000)	70.13
11/20/2015	(251,234)	70.24

 

* Transaction was effected for the purpose of rebalancing the holdings of funds and accounts managed by the Reporting Person.