SEC Form 4 · accession 0001209191-15-049149

Exelis Inc. · XLS

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

Reporting owner

Ann D Davidson

Officer — Chief Legal Officer & Corp Sec

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	127,784	—	D	0	D
Common Stock^F2	May 29, 2015	D	163	—	D	0	I	By 401(k) plan

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)^F3	$6.92	May 29, 2015	D	46,353	D	—	Mar 5, 2016	Common Stock	46,353	D
Employee Stock Option (Right to Buy)^F4	$11.15	May 29, 2015	D	33,661	D	—	Mar 5, 2020	Common Stock	33,661	D
Employee Stock Option (Right to Buy)^F5	$12.02	May 29, 2015	D	44,433	D	—	Mar 3, 2021	Common Stock	44,433	D
Employee Stock Option (Right to Buy)^F6	$10.07	May 29, 2015	D	263,266	D	—	Nov 7, 2021	Common Stock	263,266	D
Employee Stock Option (Right to Buy)^F7	$10.29	May 29, 2015	D	137,543	D	—	Mar 6, 2022	Common Stock	137,543	D
Employee Stock Option (Right to Buy)^F8	$10.22	May 29, 2015	D	146,439	D	—	Mar 8, 2023	Common Stock	146,439	D
Employee Stock Option (Right to Buy)^F9	$19.16	May 29, 2015	D	29,086	D	—	Mar 6, 2024	Common Stock	29,086	D

Explanation of responses

F1Includes (a) 70,691 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) 28,611 restricted stock units disposed of for $706,977.81, 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) 2,262 restricted stock units granted during 2015 and disposed of, on a pro-rated basis, for approximately $55,894.02, 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).
F2Disposed of pursuant to a merger agreement between the Issuer and Harris Corporation in exchange for (i) 0.1025 shares of common stock of Harris Corporation (market value of $8.12 per 0.1025 shares of common stock of Harris Corporation) and (ii) cash consideration of $16.625 per Issuer share.
F3This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $824,619.87, 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 $456,443.16, 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 $563,854.77, 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 $3,854,214.24, 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 $1,983,370.06, 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 8, 2014, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $2,121,901.11, 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 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 $161,427.30, 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).