SEC Filing - Leidos

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Allen Sarah K

(Last)

(First)

(Middle)

11951 FREEDOM DRIVE

(Street)

RESTON

20190

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/27/2013

3. Issuer Name and Ticker or Trading Symbol
Leidos Holdings, Inc. [ LDOS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,008.4152⁽¹⁾⁽²⁾	D
Common Stock	1,146.6904⁽¹⁾	I	Management Stock Compensation Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽³⁾	12/11/2013	Common Stock	7,779⁽²⁾	47.3295⁽²⁾	D
Stock Option (Right to Buy)	⁽³⁾	04/02/2014	Common Stock	1,555⁽²⁾	47.4579⁽²⁾	D
Stock Option (Right to Buy)	⁽⁴⁾	04/01/2015	Common Stock	2,916⁽²⁾	44.7843⁽²⁾	D
Stock Option (Right to Buy)	⁽⁵⁾	03/31/2018	Common Stock	4,667⁽²⁾	43.499⁽²⁾	D
Stock Option (Right to Buy)	⁽⁶⁾	03/29/2019	Common Stock	3,111⁽²⁾	33.9611⁽²⁾	D
Stock Option (Right to Buy)	⁽⁷⁾	04/04/2020	Common Stock	18,700⁽²⁾	34.835⁽²⁾	D

Explanation of Responses:

1. Represents restricted stock awards, restricted stock units and/or related dividend equivalents previously granted.

2. Reflects (i) adjustments to outstanding equity awards related to the spin-off of Science Applications International Corporation by Leidos Holdings, Inc. and (ii) the 1-for-4 reverse stock split of common stock of Leidos Holdings, Inc. on September 27, 2013.

3. An option which is fully vested.

4. An option which vests according to the following schedule: 20% on each of April 2, 2011, April 2, 2012 and April 2, 2013 and 40% on April 2, 2014.

5. An option which vests according to the following schedule: 20% on each of April 1, 2012, April 1, 2013 and April 1, 2014 and 40% on April 1, 2015.

6. An option which vests according to the following schedule: 20% on each of March 30, 2013, March 30, 2014 and March 30, 2015 and 40% on March 30, 2016.

7. An option which vests according to the following schedule: 20% on each of April 5, 2014, April 5, 2015 and April 5, 2016 and 40% on April 5, 2017.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Raymond L. Veldman, Attorney-in-fact	10/01/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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                               POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of Vincent A. Maffeo,
Raymond L. Veldman, Ramune M. Kligys and Julie A. Mrozek signing singly, as the
undersigned's true and lawful attorney-in-fact to:

(1)  prepare, execute in the undersigned's name and on the undersigned's behalf,
     and submit to the U.S. Securities and Exchange Commission (the "SEC") a
     Form ID, including amendments thereto, and any other documents necessary or
     appropriate to obtain codes and passwords enabling the undersigned to make
     electronic filings with the SEC of reports required by Section 16(a) of the
     Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2)  execute for and on behalf of the undersigned, in the undersigned's capacity
     as an executive officer and/or director of Leidos Holdings, Inc. (the
     "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the
     Securities and Exchange Act of 1934 and the rules thereunder, as the same
     may be amended from time to time;

(3)  do and perform any and all acts for and on behalf of the undersigned which
     may be necessary or desirable to complete the execution of any such Form 3,
     4 or 5 and the timely filing of such Form with the SEC and any other
     authority; and

(4)  take any other action of any type whatsoever with the foregoing which, in
     the opinion of such attorney-in-fact, may be of benefit to, in the best
     interest of, or legally required by, the undersigned, it being understood
     that the documents executed by such attorney-in-fact on behalf of the
     undersigned pursuant to this Power of Attorney shall be in such form and
     shall contain such terms and conditions as such attorney-in-fact may
     approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform each and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or his or her
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 16 of the Securities and Exchange Act of
1934 and the rules thereunder, as the same may be amended from time to time.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing to the foregoing
attorneys-in-fact.

                                        /s/ SARAH K. ALLEN
                                        ---------------------------------------
                                        Sarah K. Allen