SEC Form 4 · accession 0001509409-17-000001
KRATOS DEFENSE & SECURITY SOLUTIONS, INC. · KTOS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Phillip D Carrai
Officer — President, TTS Division
Period of report
Jan 3, 2017
Accepted (ET)
Jan 5, 2017 · 8:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001069258
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F4 | Jan 3, 2017 | M | 30,000 | $0.00 | A | 143,416 | D | |
| Common Stock | holding | — | — | — | 23,394 | I | by trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F1 | — | Jan 3, 2017 | M | 30,000 | D | — | — | Common Stock | 30,000 | 0 | D |
| Restricted Stock UnitsF3,F2 | — | Jan 4, 2017 | A | 100,000 | A | — | — | Common Stock | 100,000 | 100,000 | D |
Explanation of responses
- F1Common Stock issued to reporting person pursuant to settlement of vested shares under Restricted Stock Unit (RSU) granted on January 3, 2012, which vest 100% on the five year anniversary of the date of grant, unless earlier vested pursuant to the terms of the RSU agreement.
- F250,000 RSUs vest 100% on the five year anniversary of the date of grant, unless earlier vested or terminated pursuant to the terms of the RSU agreement. The other 50,000 RSUs vest 20% upon each 10% increase in the closing market price of the Issuer's common stock measured from the RSU grant date through the 10-year anniversary of the RSU grant date, unless earlier vested or terminated pursuant to the terms of the RSU agreement (provided that such increase in the closing market price of common stock is sustained for twenty consecutive trading days).
- F3Each RSU represents a contingent right to receive one share of Issuer's common stock.
- F4Includes 17,074 shares purchased through Issuer's Employee Stock Purchase Plan and 14,342 shares held in Issuer's 401(k) Plan.