Amended Statement of Beneficial Ownership (sc 13d/a)
March 15 2021 - 5:08PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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_______________
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SCHEDULE 13D/A
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
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Under the Securities Exchange Act of 1934
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(Amendment No. 4)
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Perspecta
Inc.
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(Name of Issuer)
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Common Stock,
$0.01 par value per share
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(Title of Class of Securities)
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715347100
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(CUSIP Number)
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Jennifer Fanjiang
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JANA Partners LLC
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1330 Avenue of the Americas, 32nd Floor
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New York, New York 10019
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(212) 455-0900
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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March 11,
2021
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(Date of Event which Requires
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Filing of this Schedule)
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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)
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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).
CUSIP No. 715347100
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SCHEDULE 13D/A
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Page 2 of 5 Pages
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1
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NAME OF REPORTING PERSON
JANA PARTNERS LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
8,736,867 Shares
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
8,736,867 Shares
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
8,736,867 Shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
5.4%
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14
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TYPE OF REPORTING PERSON
IA
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CUSIP No. 715347100
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SCHEDULE 13D/A
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Page 3 of 5 Pages
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The following constitutes Amendment No. 4
to the Schedule 13D filed by the undersigned ("Amendment No. 4"). This Amendment No. 4 amends the Schedule
13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the
meanings set forth in the Schedule 13D.
Item 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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Item 3 of the Schedule 13D is hereby and amended and restated in its entirety as follows:
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The 8,736,867 Shares reported herein by the
Reporting Person were acquired at an aggregate purchase price of approximately $171.4 million. Such Shares were acquired with investment
funds in accounts managed by JANA and margin borrowings described in the following sentence. Such Shares are held by the investment
funds managed by JANA in commingled margin accounts, which may extend margin credit to JANA 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 accounts
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 5.
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INTEREST IN SECURITIES OF THE COMPANY.
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Items 5(a), (b) and (c) of the Schedule 13D are hereby and amended and restated in their entirety as follows:
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(a) The aggregate percentage of Shares
reported to be beneficially owned by the Reporting Person is based upon 161,070,907 Shares outstanding as of January 29, 2021,
as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended January 1, 2021 filed with the Securities
and Exchange Commission on February 5, 2021.
As of the close of business on the date
hereof, JANA may be deemed to beneficially own 8,736,867 Shares, representing approximately 5.4% of the Shares outstanding.
(b) JANA has sole voting and dispositive
power over 8,736,867 Shares, which power is exercised by the Principal.
(c) Information concerning transactions
in the Shares effected by the Reporting Person since the filing of Amendment No. 3 to the Schedule 13D is set forth in Exhibit
E 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.
Item 7.
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MATERIAL TO BE FILED AS EXHIBITS.
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Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
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Exhibit E:
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Transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D
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CUSIP No. 715347100
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SCHEDULE 13D/A
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Page 4 of 5 Pages
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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: March 15, 2021
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JANA PARTNERS LLC
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By:
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/s/ Jennifer Fanjiang
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Name: Jennifer Fanjiang
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Title: Partner, Chief Legal Officer and Chief Compliance Officer
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CUSIP No. 715347100
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SCHEDULE 13D/A
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Page 5 of 5 Pages
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EXHIBIT E
Transactions in the Shares of the Issuer
since the filing of
Amendment No. 3 to the Schedule 13D
The following tables
set forth all transactions in the Shares effected since the filing of Amendment No. 3 to the Schedule 13D by the Reporting Person..
Except as noted below, all such transactions were effected in the open market through brokers and the price per share includes
commissions. Where a price range is provided in the column Price Range ($), the price reported in that row’s column Price
Per Share ($) is a weighted average price. These Shares were sold in multiple transactions at prices between the price ranges indicated
in the column Price Range ($). The Reporting Person will undertake to provide to the staff of the SEC, upon request, full information
regarding the number of Shares sold at each separate price.
Trade Date
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Shares Purchased (Sold)
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Price Per Share ($)
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Price Range ($)
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3/2/2021
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(168,150)
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29.01
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28.95 – 29.03
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3/3/2021
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(133,247)
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29.00
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29.00 – 29.03
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3/4/2021
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(304,189)
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28.93
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28.87 – 29.00
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3/5/2021
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(249,452)
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28.84
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28.82 – 28.86
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3/8/2021
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(289,963)
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28.83
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28.81 – 28.85
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3/9/2021
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(258,859)
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28.87
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28.86 – 28.91
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3/10/2021
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(22,459)
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28.91
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28.87 – 28.91
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3/11/2021
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(238,848)
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28.87
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28.85 – 28.91
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3/12/2021
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(146,973)
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28.91
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28.90 – 28.94
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3/15/2021
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(203,241)
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29.08
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29.05 – 29.12
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