SEC Form 4 · accession 0001592795-15-000002
KRATOS DEFENSE & SECURITY SOLUTIONS, INC. · KTOS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas E Mills IV
Officer — President, Mod. Sys. Div.
Period of report
Dec 31, 2014
Accepted (ET)
Jan 5, 2015 · 7:04 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, 2015 | M | 2,000 | $0.00 | A | 50,497 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF3,F1 | — | Jan 3, 2015 | M | 2,000 | D | — | — | Common Stock | 2,000 | 18,000 | D |
| Restricted Stock UnitF3,F2 | — | Dec 31, 2014 | A | 30,000 | A | — | — | Common Stock | 30,000 | 30,000 | D |
Explanation of responses
- F1Common Stock issued to reporting person pursuant to settlement of vested shares under RSU granted on January 3, 2014, where 20,000 RSUs were granted, 10,000 of which vest 100% on the five year anniversary of the date of grant, unless earlier vested pursuant to the terms of the RSU agreement, and 10,000 of which 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, provided that the first vesting shall not occur until the first anniversary of the RSU grant date, at which time the percentage of RSUs shall vest based on increases in the closing market price measured from the RSU grant date through the first anniversary.
- F215,000 of the RSUs vest 100% on the five year anniversary of the grant date, unless earlier vested or terminated pursuant to the terms of the RSU agreement. The other 15,000 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.
- F3Each RSU represents a contingent right to receive one share of Issuer's common stock.
- F4Includes 7,414 shares purchased through Issuer's Employee Stock Purchase Plan and 3,541 shares held in the Issuer's 401(k) Plan.