SEC Form SC 13D/A filed by Perspecta Inc.

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.

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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).

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.

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.

(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.

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

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.