Statement of Changes in Beneficial Ownership (4)
May 11 2021 - 5:16PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
|
1. Name and Address of Reporting Person
*
Musallam Ramzi M |
2. Issuer Name and Ticker or Trading Symbol
Perspecta Inc.
[
PRSP
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
See Remarks |
|
(Last)
(First)
(Middle)
C/O VERITAS CAPITAL FUND MANAGEMENT, LLC, 9 WEST 57TH STREET, 32ND FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/6/2021 |
|
(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code
(Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
| Common Stock | 5/6/2021 | | J(1) | | 23273341 (1)(3) | D | (1)(3)(4) | 100 (1)(2) | I | See footnotes (1)(3)(4)(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | Pursuant to that certain Agreement and Plan of Merger, dated as of January 27, 2021 (the "Merger Agreement"), by and among the Issuer, Jaguar ParentCo Inc., a Delaware corporation ("Parent"), and Jaguar Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation of the Merger as a wholly owned subsidiary of Parent (the "Surviving Corporation"). As a result of the Merger, Parent directly holds 100 shares of common stock, par value $0.01 per share, of the Issuer (the "Shares), as the Surviving Corporation, and Ramzi M. Musallam may be deemed to beneficially own such Shares. |
| (2) | Consists of the Shares described in Footnote 1. |
| (3) | Prior to the consummation of the Merger, (a) KGS Holding LLC, a Delaware limited liability company ("KGS LLC"), was the direct beneficial owner of the reported 4,396,097 shares of Common Stock of the Issuer (the "Fund III Shares") and (b) The SI Organization Holdings LLC, a Delaware limited liability company ("The SI LLC"), was the direct beneficial owner of the reported 18,877,244 shares of Common Stock of the Issuer (the "Fund IV Shares"). The Veritas Capital Partners IV, L.P., a Delaware limited partnership ("Fund IV"), Veritas Capital Partners IV, L.L.C., a Delaware limited liability company ("Fund IV LLC", and together with The SI LLC and Fund IV, the "Veritas Reporting Persons"), and Ramzi M. Musallam (together with the Veritas Reporting Persons, the "Reporting Persons") may be deemed to have been indirect beneficial owners of such reported Fund IV Shares, and Ramzi M. Musallam may be deemed to have been an indirectly bencial owner of such reported Fund III Shares. |
| (4) | As a result of the Merger, the Fund III Shares and the Fund IV Shares were cancelled and converted into the right to receive $29.35 in cash per share of Common Stock of the Issuer, subject to applicable withholding. |
| (5) | Each of the Reporting Persons disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the securities reported herein except to the extent of its pecuniary interest therein. |
Remarks:
In connection with the consummation of the Merger, Ramzi M. Musallam resigned as a director of the Issuer. |
Reporting Owners
|
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Musallam Ramzi M
C/O VERITAS CAPITAL FUND MANAGEMENT, LLC
9 WEST 57TH STREET, 32ND FLOOR
NEW YORK, NY 10019 |
| X |
| See Remarks |
Veritas Capital Partners IV, L.L.C.
C/O VERITAS CAPITAL FUND MANAGEMENT, LLC
9 WEST 57TH STREET, 32ND FLOOR
NEW YORK, NY 10019 |
| X |
|
|
Veritas Capital Fund IV, L.P.
C/O VERITAS CAPITAL FUND MANAGEMENT, LLC
9 WEST 57TH STREET, 32ND FLOOR
NEW YORK, NY 10019 |
| X |
|
|
SI Organization Holdings LLC
C/O VERITAS CAPITAL FUND MANAGEMENT, LLC
9 WEST 57TH STREET, 32ND FLOOR
NEW YORK, NY 10019 |
| X |
|
|
Signatures
|
| THE SI ORGANIZATION HOLDINGS LLC
By: The Veritas Capital Fund IV, L.P., acting as the Majority of Members
By: /s/ Ramzi M. Musallam
Name: Ramzi M. Musallam
Title: Authorized Signatory | | 5/11/2021 |
| **Signature of Reporting Person | Date |
| THE VERITAS CAPITAL FUND IV, L.P.
By: Veritas Capital Partners IV, L.L.C., its General Partner
By: /s/ Ramzi M. Musallam
Name: Ramzi M. Musallam
Title: Managing Partner | | 5/11/2021 |
| **Signature of Reporting Person | Date |
| VERITAS CAPITAL PARTNERS IV, L.L.C.
By: /s/ Ramzi M. Musallam
Name: Ramzi M. Musallam
Title: Managing Partner | | 5/11/2021 |
| **Signature of Reporting Person | Date |
| /s/ Ramzi M. Musallam | | 5/11/2021 |
| **Signature of Reporting Person | Date |
Perspecta (NYSE:PRSP)
Historical Stock Chart
From Apr 2024 to May 2024
Perspecta (NYSE:PRSP)
Historical Stock Chart
From May 2023 to May 2024
