SEC Form 4 · accession 0001592795-15-000007
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 1, 2015
Accepted (ET)
Jan 5, 2015 · 8:12 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,F5 | Jan 2, 2015 | M | 3,000 | $0.00 | A | 38,589 | D | |
| Common StockF2,F5 | Jan 3, 2015 | M | 6,000 | $0.00 | A | 44,589 | 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 UnitF4,F1 | — | Jan 2, 2015 | M | 3,000 | D | — | — | Common Stock | 3,000 | 0 | D |
| Restricted Stock UnitF4,F2 | — | Jan 3, 2015 | M | 6,000 | D | — | — | Common Stock | 6,000 | 54,000 | D |
| Restricted Stock UnitF4,F3 | — | Jan 1, 2015 | A | 45,000 | A | — | — | Common Stock | 45,000 | 45,000 | D |
Explanation of responses
- F1Common Stock issued to reporting person pursuant to settlement of vested shares under RSU granted on January 2, 2010, where 15,000 RSUs granted vest in five equal installments annually beginning on January 2, 2011.
- F2Common Stock issued to reporting person pursuant to settlement of vested shares under RSU granted on January 3, 2014, where 60,000 RSUs were granted, 30,000 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 30,000 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.
- F322,500 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 22,500 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.
- F4Each RSU represents a contingent right to receive one share of Issuer's common stock.
- F5Includes 6,921 shares purchased through Issuer's Employee Stock Purchase Plan and 9,505 shares held in the Issuer's 401(k) Plan.