SEC Form 4 · accession 0001209191-15-049131
Exelis Inc. · XLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David F Melcher
Officer — CEO and President · Director
Period of report
May 29, 2015
Accepted (ET)
Jun 2, 2015 · 6:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001524471
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 28, 2015 | G | 16,000 | $0.00 | D | 661,621 | D | |
| Common StockF2 | May 29, 2015 | D | 661,621 | — | D | 0 | D | |
| Common StockF3 | May 29, 2015 | D | 3,000 | — | D | 0 | I | By spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F4 | $19.16 | May 29, 2015 | D | 169,849 | D | — | Mar 6, 2024 | Common Stock | 169,849 | 0 | D |
| Employee Stock Option (Right to Buy)F5 | $10.22 | May 29, 2015 | D | 901,169 | D | — | Mar 8, 2023 | Common Stock | 901,169 | 0 | D |
| Employee Stock Option (Right to Buy)F6 | $10.29 | May 29, 2015 | D | 843,006 | D | — | Mar 6, 2022 | Common Stock | 843,006 | 0 | D |
| Employee Stock Option (Right to Buy)F7 | $10.07 | May 29, 2015 | D | 1,613,567 | D | — | Nov 7, 2021 | Common Stock | 1,613,567 | 0 | D |
| Employee Stock Option (Right to Buy)F8 | $12.02 | May 29, 2015 | D | 160,552 | D | — | Mar 3, 2021 | Common Stock | 160,552 | 0 | D |
| Employee Stock Option (Right to Buy)F9 | $11.15 | May 29, 2015 | D | 115,399 | D | — | Mar 5, 2020 | Common Stock | 115,399 | 0 | D |
| Employee Stock Option (Right to Buy)F10 | $6.92 | May 29, 2015 | D | 119,027 | D | — | Mar 5, 2016 | Common Stock | 119,027 | 0 | D |
| Employee Stock Option (Right to Buy)F11 | $13.85 | May 29, 2015 | D | 26,559 | D | — | Aug 18, 2015 | Common Stock | 26,559 | 0 | D |
Explanation of responses
- F1Includes 1,273 additional shares of issuer common stock pursuant to a dividend reinvestment feature since the date of the last report.
- F10This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $2,117,490.33, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value).
- F11This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $288,430.74, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value).
- F2Includes (a) 322,226 shares of issuer common stock disposed of pursuant to a merger agreement between the issuer and Harris Corporation in exchange for (i) .1025 shares of common stock of Harris Corporation (market value of $8.12 per .1025 shares of common stock of Harris Corporation) and (ii) cash consideration of $16.625 per issuer share, (b) 173,075 restricted stock units disposed of for $4,276,683.25, plus accrued dividend equivalents, representing the market value of the issuer's common stock on the effective date of the merger ($24.71), and (c) 13,214 restricted stock units granted during 2015 and disposed of, on a pro-rated basis, for approximately $326,517.94, plus accrued dividend equivalents, reflecting the market value of the issuer's shares on the effective date of the merger ($24.71). This amount reflects post-Vectrus, Inc. spin-off share amounts (following the Vectrus spin-off, Issuer restricted stock units were adjusted to preserve their pre-spin-off value).
- F3Disposed of pursuant to a merger agreement between the issuer and Harris Corporation in exchange for (i) .1025 shares of common stock of Harris Corporation (market value of $8.12 per .1025 shares of common stock of Harris Corporation) and (ii) cash consideration of $16.625 per issuer share.
- F4This option, which provided for vesting in three equal installments beginning on March 6, 2015, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $942,661.95, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value).
- F5This option, which provided for vesting in three equal installments beginning on March 8, 2014, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $13,057,938.81, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value).
- F6This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $12,156,146.52, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value).
- F7This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $23,622,620.88, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value).
- F8This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $2,037,404.88, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value).
- F9This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $1,564,810.44, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value).