SEC Form 4 · accession 0001209191-15-049147

Exelis Inc. · XLS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Peter J Milligan

Officer — Chief Financial Officer

Period of report

May 29, 2015

Accepted (ET)

Jun 2, 2015 · 6:34 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 Stock^F1	May 29, 2015	D	191,744	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F2	$6.92	May 29, 2015	D	17,778	D	—	Mar 5, 2016	Common Stock	17,778	D
Employee Stock Option (Right to Buy)^F3	$11.15	May 29, 2015	D	13,698	D	—	Mar 5, 2020	Common Stock	13,698	D
Employee Stock Option (Right to Buy)^F4	$12.02	May 29, 2015	D	27,782	D	—	Mar 3, 2021	Common Stock	27,782	D
Employee Stock Option (Right to Buy)^F5	$10.07	May 29, 2015	D	399,146	D	—	Nov 7, 2021	Common Stock	399,146	D
Employee Stock Option (Right to Buy)^F6	$10.29	May 29, 2015	D	208,533	D	—	Mar 6, 2022	Common Stock	208,533	D
Employee Stock Option (Right to Buy)^F7	$10.22	May 29, 2015	D	223,038	D	—	Mar 8, 2023	Common Stock	223,038	D
Employee Stock Option (Right to Buy)^F8	$19.16	May 29, 2015	D	44,585	D	—	Mar 6, 2024	Common Stock	44,585	D

Explanation of responses

F1Includes (a) 104,415 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) 43,670 restricted stock units disposed of for $1,079,085.70, 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) 3,468 restricted stock units granted during 2015 and disposed of, on a pro-rated basis, for approximately $85,694.28, 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).
F2This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $316,270.62, 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 $185,744.88, 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).
F4This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $352,553.58, 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).
F5This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $5,843,497.44, 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).
F6This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $3,007,045.86, 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 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 $3,231,820.62, 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 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 $247,446.75, 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).