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 * KRONE ROGER A 2. Issuer Name and Ticker or Trading Symbol Leidos Holdings, Inc. [ LDOS ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CEO
(Last)          (First)          (Middle)
1750 PRESIDENTS STREET
3. Date of Earliest Transaction (MM/DD/YYYY)
11/15/2022
(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  11/15/2022    M(1)    70586  A $33.8177  289832.1753  D   
Common Stock  11/15/2022    F(1)(2)    45754  D $104.17  244078.1753  D   
Common Stock  11/15/2022    S(1)    24032  D $104.1676 (3) 220046.1753  D   
Common Stock  11/15/2022    S(1)    800  D $104.86  219246.1753  D   
Common Stock                 236555.7409  I  By Key Executive Stock Deferral Plan 
Common Stock                 114391  I  By Trust 

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)  $33.8177  11/15/2022    M (1)       70586 (4)  3/4/2017  3/3/2023  Common Stock  70586.0 (4) $0  0  D   

Explanation of Responses:
(1)  This transaction was executed pursuant to a trading plan entered into by the reporting person on August 26, 2022, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
(2)  Represents shares of common stock withheld by the issuer in connection with the option exercise to cover the exercise price and associated fees.
(3)  The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices from $103.81 to $104.76 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.
(4)  This stock option was previously reported as a stock option grant for 104,329 shares of common stock at an exercise price of $45.76 per share. The number of options and the exercise price were subsequently adjusted to reflect a special dividend declared by the issuer in August 2016.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KRONE ROGER A
1750 PRESIDENTS STREET
RESTON, VA 20190
X
CEO

Signatures
/s/ Ramune M. Kligys, Attorney-in-Fact 11/17/2022
**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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