Sell Equity Holding Shares
Computershare allows you to submit your sales request using their market trading functionality or their batch selling program.
Prior to selling shares, it is recommended that you:
- Consider Which Type of Order You Wish to Submit
- Consider the Fee Structure
- Tax Issues
- Certifying Your Tax Status
- Steps to Sell Shares Through the Equity Holdings Application
- Steps to Cancel a Pending Limit Order
Consider Which Type of Order You Wish to Submit
Market/Limit Orders
Market Order* - When a Market Order transaction is requested, your shares will be sold at the prevailing market price when the trade is entered.
Day Limit Order* - When a Day Limit Order transaction is requested, you will be asked to specify the price at which your stock can be sold. If the trading price of SAIC stock reaches the specified price, an order is placed by the broker to sell your shares. If the stock does not reach the specified price by the end of that trading day, the order is cancelled. Please note: A sale is not guaranteed when a Day Limit Order request is placed.Good-Till-Cancelled (GTC) Limit Order* - When a GTC Limit Order transaction is requested, you will be asked to specify the price at which your stock can be sold. If the trading price reaches the specified price, an order is placed by the broker to sell your shares. Your order will be cancelled upon your request, if required by the applicable stock exchange or if your shares are not sold within 30 calendar days after submission of your order. Please note: A sale is not guaranteed when a GTC Limit Order request is placed.
Any requests for Market Orders, Day Limit Orders or GTC Limit Orders will be placed promptly upon receipt during market hours. Sale proceeds in such transactions shall equal the market price of the sale obtained by a broker affiliated with Computershare, less applicable taxes and fees.
All sales transactions are made through a broker affiliated with Computershare that will receive brokerage commissions in connection with such sales. Shares are sold on the New York Stock Exchange. The selling price will not be known until the sale is complete.
Choice of Proceed Delivery - When you sell SAIC stock using a Market Order, Day Limit Order or GTC Limit Order, you will also have a choice of how you would like to receive your proceeds:
- Direct Deposit - Net sale proceeds in U.S. Dollars are directly deposited into your U.S. bank account.
- Wire* - Net sale proceeds are sent via wire transfer either in U.S. Dollars or in one of the foreign currencies available through Computershare.
- Check* - Net sale proceeds are sent by check either in U.S. Dollars or in one of the foreign currencies available through Computershare.
*Additional fees will apply for enhanced sale transactions and certain proceeds distribution methods.
Batch Sale - In a Batch Sale Order, Computershare aggregates all requests to sell shares and then arranges for the sale of all such shares on the open market. Depending on the number of shares being sold and current trading volume in the shares, sales may be executed in multiple transactions and may be traded on more than one day. Sales proceeds in a Batch Order transaction equal the weighted average price for all shares sold on the applicable trade date or dates, less applicable taxes and fees. A check for the net proceeds in U.S. Dollars is mailed to stockholders to their address of record via regular mail.
Consider the Fee Structure
Proceeds from sales within the Equity Holdings application will be net of all applicable taxes and fees. The fees will depend on the type of order you choose, how you enter your order and how you choose to receive your proceeds.
| Fee Type | Batch Selling Program | Market Orders | Limit Orders (Day or GTC) |
|---|---|---|---|
| Transaction Fee | $20.00 | $30.00 | $35.00 |
| Additional CSR Transaction Fee | $0.00 | $20.00 | $20.00 |
| Per Share Broker Fee | $0.05 | $0.05 | $0.05 |
| U.S.$ Check | $0.00 | $0.00 | $0.00 |
| Foreign Currency Check | N/A | $10.00 | $10.00 |
| U.S.$ ACH | N/A | $0.00 | $0.00 |
| U.S.$ Wire | N/A | $25.00 | $25.00 |
| Foreign Currency Wire | N/A | $35.00 | $35.00 |
Example #1: The following is an example of the fees that will apply for a sale submitted online or through the IVR under the following conditions:
A sale request is made to sell 200 shares with a Limit Order price of $10/share which is fulfilled. Proceeds are to be delivered via Wire Transfer in U.S. Dollars.
| Fee Description | Fee Amount | Proceeds |
|---|---|---|
| Gross Proceeds: (200 shares x $10 per share) | $2,000 | |
| Transaction Fee | $35 | |
| Broker Commission Fee ($0.05 per share x 200 shares sold) | $10 | |
| Additional Fee: Wire Transfer | $25 | |
| Total Fees: | $70.00 | |
| Less Total Fees: | ($70.00) | |
| Net Proceeds: | $1,930 |
Example #2: The following is an example of the fees that will apply for a sale submitted through a CSR under the following conditions:
A sale request is made to sell 200 shares with a Limit Order price of $10/share which is fulfilled. Proceeds are to be delivered via Wire Transfer in a foreign currency.
| Fee Description | Fee Amount | Proceeds |
|---|---|---|
| Gross Proceeds: (200 shares x $10 per share) | $2,000 | |
| Transaction Fee | $35 | |
| Additional CSR Transaction Fee | $20 | |
| Broker Commission Fee ($0.05 per share x 200 shares sold) | $10 | |
| Additional Fee: Wire Transfer | $35 | |
| Total Fees: | $100.00 | |
| Less Total Fees: | ($100.00) | |
| Net Proceeds: | $1,900 |
Tax Issues
Prior to selling your shares, you should also consider the tax implications of your sale. Your tax will be impacted by how long you have owned the shares and whether you have a gain or loss from your sale.
For more information about cost basis and how Computershare will be reporting your sale, refer to the Cost Basis for Shares Acquired After Jan. 1, 2011 and Guide to Tracking Shares and Transaction Detail for Shares Acuired Prior to Jan. 1, 2011 pages. Specific questions about your cost basis and your particular tax situation should be referred to your tax advisor.
Certifying Your Tax Status
IRS regulations require that you certify your tax status with Computershare prior to a sale of stock. Failure to certify your tax status prior to a sale of stock will result in a 28 percent U.S. backup withholding tax. If you fail to certify your tax status prior to a sale of stock and the 28 percent tax is withheld, you may be entitled to receive some of this withholding back from the IRS depending on your personal tax circumstances but this amount will not be refunded by SAIC or Computershare.
In order to certify your tax status within the Equity Holding application, simply follow the prompts when you first log onto your account. If you are not prompted, you should verify the certification status of your Equity Holdings account. See Equity Holdings Certification.
Steps to Sell Shares Through the Equity Holdings Application
All market sales requested will be promptly sent to the broker for execution. Market Orders requested over the web cannot be canceled once you submit it. Limit Orders will remain outstanding 1) until the order is filled, 2) for 365 calendar days if submitting a Good Till Cancelled Limit Order, or at the end of the trading day if submitting a Day Limit Order or 3) until you cancel the request, whichever occurs first.
- Log on to the EquityAccess Portal.
- Click on the Details button next to Equity Holdings to access the Employee application.
- Click on SAIC, Inc. under Company Name
- Click on Sell Shares on the Accounts Summary page or on the left hand navigation under "Perform a Transaction"
- Read and Accept the Terms and Conditions
- Select the radio button next to SAIC, Inc.-Common Stock
- Click the radio button next to Sell All of my available shares if you wish to sell all of your shares or click the radio button next to Sell a specific number of shares and enter the number of shares you wish to sell.
- If you choose a specific number of shares, you must also select the method of disposition for your sale. You may choose to sell your shares using either the "First In, First Out" (FIFO) method or the Lot Specific method. The FIFO method means that shares will be sold by what is available, in the order of purchase date, from oldest to newest. If you choose the Lot Specific method, you will be able to choose the number of shares, from specific lots that you wish to sell.
- Please note that you will not be able to select specific shares to sell from shares that were reclassified from preferred stock on Nov. 16, 2009. These shares appear as one lump share lot number in Computershare's system and were acquired prior to Jan. 1, 2011. Therefore, it will be the stockholder's responsibility to track shares sold from this lot number.
- Under Order Type, select the transaction method you want to use to sell your shares:
- Batch: Computershare will combine your shares to be sold with sale requests from other stockholders being sold through the batch selling program. Aggregated shares are then periodically submitted in bulk to the market for sale.
- Market Order: If you select this option, your shares will be sold on the public market at the prevailing market price. Your sale request will be promptly sent to the broker after the sale request is submitted. This option is called a market order.
- Day Limit Order: If you select this option, you will need to indicate the minimum price you would accept to sell your shares by entering a Limit Price.
- Under this option, your limit order will remain open for the remainder of the trading day (or the next trading day if submitted outside of market hours). Following the closing of the market on that day, your order will be automatically cancelled if the Limit Price was not achieved. There is no guarantee that your desired price will be met during this time period.
- Good Till Cancelled Limit Order: If you select this option, you will need to indicate the minimum price you would accept to sell your shares by entering a Limit Price.
- Under this option, your limit order will remain open for 365 calendar days. After 365 calendar days, if your desired price was not met, your sale request will be cancelled. There is no guarantee that your desired price will be met during this time period.
- Click Continue (if you chose the Lot Specific method, you will first have to select the shares from the specific lots you wish to sell)
- Choose a payment method by selecting the radio button next to the disbursement method you wish to use to have your sale proceeds delivered to you, then click Continue. Please note that you will receive the net proceeds from your sale (gross proceeds less all applicable taxes and fees).
- U.S. Dollar Check (delivered via regular mail)
- Foreign (non-U.S.) Currency Check (delivered via regular mail)
- Direct Deposit (U.S. Dollars electronically sent to your U.S. Bank)
- Domestic Wire (U.S. Dollars wired to a U.S. Bank)
- Foreign Wire (Funds sent to a non U.S. Bank)
For Direct Deposit, Domestic Wire or a Foreign Wire:
- You will need to first provide your bank account details under Manage My Account / Account Preferences on the navigation bar on the left side of the page.
- Please note that Computershare does not validate the bank account information you provide. The system will only check to determine whether you entered the correct number of characters for both the account number and the ABA number. It also will display the bank name based on the ABA number you have entered. Please use care to enter the proper account numbers for your direct deposit or wire election. Note: If you have any questions on your bank account information, you should contact your bank.
- Foreign currency wires require a swift code.
- You may not change the sale proceeds delivery method once the sale request is submitted.
- If the bank account information you provide is invalid (i.e. the account does not exist), Computershare will issue a check in U.S. Dollars and mail the net proceeds of your sale to your address of record. This may significantly delay your receipt of sale proceeds.
- Once you have established direct deposit and/or wire instructions, that option will be available under the drop down menu.
If you were in the process of submitting a sale request when you navigated away from the page to provide your bank account details, your transaction was not saved or submitted. You must submit your sale request again by clicking on Sell Shares under Perform a Transaction
Note: If your direct deposit or wire transfer of proceeds is not successful, Computershare will not contact you regarding the problem with your bank account or the account information you provided. Instead, they will issue and mail a check in U.S. Dollars via regular U.S. Postal mail to your address of record which may significantly delay your receipt of sale proceeds. You are strongly encouraged to review your bank account information that you have established for direct deposit or wire transfer of proceeds prior to submitting your sale request. You should confirm your information with your bank if you have any questions before submitting your sale request.
If you receive a sales proceeds check as a result of problem with your direct deposit or wire transfer information on file with Computershare, you must correct your bank account information online with Computershare prior to your next sales transaction using the steps above. If you are unclear on the nature of the problem, you should call your bank or you can call Computershare and the customer service representative can open an investigation to research the issue.
- Review the details of your sale request and then:
- Enter a valid email address in order to receive an electronic confirmation of your request
- Click the box next to I authorize the execution of this sale
- Click Submit
- You will receive the net proceeds of your sale based on the delivery method you selected after the sale transaction has settled. Again, if you entered an invalid account number under the direct deposit or wire transfer details, Computershare will issue and mail a check in U.S. Dollars via regular mail to your address of record which may significantly delay your receipt of sale proceeds.
- You will receive an SAIC, Inc. Common Stock Statement in the mail following the completion of the sale transaction. Please contact Computershare to request a duplicate statement.
- You will receive IRS Form 1099-B from Computershare for the calendar year of your sale as per IRS guidelines. Please contact Computershare to request a duplicate tax form.
Steps to Cancel a Pending Limit Order
To cancel a pending Day Limit Order or a Good Till Cancelled Limit Order, click on Market Trade History on the navigation bar on the left side of the page. Locate the transaction you wish to cancel and click on the Order number for that transaction. After confirming the details of that sale request you wish to cancel, click on the Cancel button at the bottom of the screen. Then scroll further down on that screen and select the radio button "I authorize the cancellation of this sale" and click the Confirm Cancel Sale button.
Warning: Once you click on the Confirm Cancel Sale button, the request to cancel the limit order will promptly sent to the broker. So you must be sure you want to cancel the order before you click on the box.
Please note, only Limit Order type sales can be cancelled. Market Orders and Batch Selling Orders cannot be cancelled and are binding transactions once they are submitted.