SEC Form 4 · accession 0001209191-15-049146
Exelis Inc. · XLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
R David Yost
Director
Period of report
May 29, 2015
Accepted (ET)
Jun 2, 2015 · 6:33 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 | 51,092 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF4,F2,F3 | — | May 29, 2015 | D | 24,054 | D | — | — | Common Stock | 24,054 | 0 | D |
Explanation of responses
- F1Includes (a) 20,000 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) 31,092 restricted stock units disposed of for $768,283.32, 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).
- F2Each share of phantom stock represented the right to receive the cash value of one share of issuer common stock.
- F3Credited shares of phantom stock were initially payable in cash following the director's termination of service on the board of directors or a date selected by the director.
- F4Disposed 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.