Filing Details

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STATEMENT ON SCHEDULE 13G

This is Amendment No. 1 to the Schedule 13G filed with the Securities and Exchange Commission on January 24, 2019. Pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended (the “Act”), each of the persons listed below under Item 2 (each a “Reporting Person,” and collectively the “Reporting Persons”), have agreed to file one statement with respect to their beneficial ownership of Common Stock, par value $0.0001 per share (“Common Stock”), of Science Applications International Corporation (the “Issuer”).

Item 1.

Science Applications International Corporation

12010 Sunset Hills Road, Reston, Virginia 20190

Item 2.

KKR 2006 Fund L.P.

OPERF Co-Investment LLC

KKR Associates 2006 L.P.

KKR 2006 GP LLC

8 North America Investor L.P.

KKR Associates 8 NA L.P.

KKR 8 NA Limited

KKR Partners III, L.P.

KKR III GP LLC

KKR Group Partnership L.P.

KKR Group Holdings Corp.

KKR & Co. Inc.

KKR Management LLP

Henry R. Kravis

George R. Roberts

The principal business office for all persons filing (other than George R. Roberts) is:

c/o Kohlberg Kravis Roberts & Co. L.P.

9 West 57th Street, Suite 4200

New York, NY 10019

The principal business office for George R. Roberts is:

c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

See Item 4 of each cover page.

Common stock, par value $0.0001 per share.

808625107

Item 3.

Not applicable.

The ownership percentages set forth below are based on 57,723,783 shares of Common Stock outstanding as of November 22, 2019 as reported in the Quarterly Report on Form 10-Q, filed by the Issuer with the Securities and Exchange Commission on December 6, 2019.

KKR 2006 Fund L.P. holds 2,592,113 shares of Common Stock, or 4.5% of the outstanding shares of Common Stock.  OPERF Co-Investment LLC holds 48,987 shares of Common Stock, or 0.1% of the outstanding shares of Common Stock.  Each of KKR Associates 2006 L.P. (as the general partner of KKR 2006 Fund L.P. and the manager of OPERF Co-Investment LLC) and KKR 2006 GP LLC (as the general partner of KKR Associates 2006 L.P.) may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by KKR 2006 Fund L.P. and OPERF Co-Investment LLC, but each disclaims beneficial ownership of such shares.

8 North America Investor L.P. holds 146,075 shares of Common Stock, or 0.3% of the outstanding shares of Common Stock.  Each of KKR Associates 8 NA L.P. (as the general partner of 8 North America Investor L.P.), and KKR 8 NA Limited (as the general partner of 8 North America Investor L.P.) may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by 8 North America Investor L.P., but each disclaims beneficial ownership of such shares.

KKR Partners III, L.P. holds 76,526 shares of Common Stock, or 0.1% of the outstanding shares of Common Stock.  KKR III GP LLC (as the general partner of KKR Partners III, L.P.) may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by KKR Partners III, L.P., but disclaims beneficial ownership of such shares.

Each of KKR Group Partnership L.P. (as the designated member of KKR 2006 GP LLC and the sole shareholder of KKR 8 NA Limited); KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.); KKR & Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.); and KKR Management LLP (as the Class B common stockholder of KKR & Co. Inc.) may also be deemed to be the beneficial owner of the securities held by KKR 2006 Fund L.P., OPERF Co-Investment LLC and 8 North America Investor L.P., but each disclaims beneficial ownership of such shares.

Each of Henry R. Kravis and George R. Roberts (as the founding partners of KKR Management LLP and the managing members of KKR III GP LLC) may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned KKR 2006 Fund L.P., OPERF Co-Investment LLC, 8 North America Investor L.P. and KKR Partners III, L.P., but each disclaims beneficial ownership of such shares.

See Item 4(a) above.

See Item 5 of each cover page.

See Item 6 of each cover page.

See Item 7 of each cover page.

See Item 8 of each cover page.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒

See Item 4 above. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and the partners, members, affiliates and shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

EXHIBITS