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
                                                                                  
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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 * Stevens Roy E 2. Issuer Name and Ticker or Trading Symbol Leidos Holdings, Inc. [ LDOS ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Group President
(Last)          (First)          (Middle)
1750 PRESIDENTS STREET
3. Date of Earliest Transaction (MM/DD/YYYY)
11/4/2022
(Street)
RESTON, VA 20190
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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 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  11/4/2022    M    4393  A $39.70  29207  D   
Common Stock  11/4/2022    F(1)    2878  D $106.68  26329  D   
Common Stock  11/4/2022    S    1515  D $103.43 (2) 24814  D   
Common Stock                 1722.0987 (3) I  By Key Executive Stock Deferral Plan 

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
Stock Option (Right to Buy)  $39.7  11/4/2022    M        4393   8/26/2019  8/25/2023  Common Stock  4393.0  $0  0  D   

Explanation of Responses:
(1)  Represents shares of common stock withheld by the issuer in connection with the option exercise to cover the exercise price and associated fees.
(2)  The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices from $103.40 to $103.49 inclusive. The reporting person undertakes to providing to Leidos Holdings, Inc., any security holder of Leidos Holdings, Inc., or the staff of the Securities Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the aforementioned range.
(3)  Due to an administrative error, this holding was over-reported by 0.0228 shares on the reporting person's Form 4 filed with the SEC on June 30, 2022. The total number of shares of common stock acquired after the reported transaction is accurately reflected in the table above.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Stevens Roy E
1750 PRESIDENTS STREET
RESTON, VA 20190


Group President

Signatures
/s/ Ramune M. Kligys, Attorney-in-Fact 11/7/2022
**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 4(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 control number.
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