SEC Form 4 · accession 0001209191-15-049150
Exelis Inc. · XLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher D. Young
Officer — EVP, Pres, Geospatial Systems
Period of report
May 29, 2015
Accepted (ET)
Jun 2, 2015 · 6:35 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 | 120,400 | — | D | 0 | D | |
| Common StockF2 | May 29, 2015 | D | 10,392 | — | 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 | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F3 | $12.0205 | May 29, 2015 | D | 55,542 | D | — | Mar 3, 2021 | Common Stock | 55,542 | 0 | D |
| Employee Stock Option (Right to Buy)F4 | $10.0733 | May 29, 2015 | D | 242,034 | D | — | Nov 7, 2021 | Common Stock | 242,034 | 0 | D |
| Employee Stock Option (Right to Buy)F5 | $10.2941 | May 29, 2015 | D | 126,451 | D | — | Mar 6, 2022 | Common Stock | 126,451 | 0 | D |
| Employee Stock Option (Right to Buy)F6 | $10.2205 | May 29, 2015 | D | 128,416 | D | — | Mar 8, 2023 | Common Stock | 128,416 | 0 | D |
| Employee Stock Option (Right to Buy)F7 | $19.1623 | May 29, 2015 | D | 24,203 | D | — | Mar 6, 2024 | Common Stock | 24,203 | 0 | D |
Explanation of responses
- F1Includes (a) 72,036 shares of Issuer common stock disposed 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, (b) 24,663 restricted stock units disposed of for approximately $609,423, 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) 23,701 restricted stock units granted during 2015 disposed of for rollover restricted stock units of Harris based on the Parent Trading Price, as defined in the merger agreement. 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 approximately $704,801, 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 approximately $3,542,580, 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 approximately $1,822,905, 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 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 approximately $1,860,684, 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 6, 2015, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of approximately $134,271, 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).