SEC Form 4 · accession 0001209191-15-049136
Exelis Inc. · XLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul J Kern
Director
Period of report
May 29, 2015
Accepted (ET)
Jun 2, 2015 · 6:30 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 29, 2015 | D | 47,278 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (Right to Buy)F2 | $13.91 | May 29, 2015 | D | 2,413 | D | — | Aug 7, 2015 | Common Stock | 2,413 | 0 | D |
| Director Stock Option (Right to Buy)F3 | $6.92 | May 29, 2015 | D | 4,315 | D | — | Mar 5, 2016 | Common Stock | 4,315 | 0 | D |
| Director Stock Option (Right to Buy)F4 | $11.15 | May 29, 2015 | D | 3,108 | D | — | Mar 5, 2020 | Common Stock | 3,108 | 0 | D |
Explanation of responses
- F1Includes (a) 38,018 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 and (b) 9,260 restricted stock units disposed of for $228,814.60, plus accrued dividend equivalents, representing the market value of the issuer's common stock 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).
- F2This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $26,060.40, 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).
- F3This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $76,763.85, 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).
- F4This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $42,144.48, 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).