SEC Form 4 · accession 0001209191-15-049153

Exelis Inc. · XLS

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

Reporting owner

A. John Procopio

Officer — Chief Human Resources Officer

Period of report

May 29, 2015

Accepted (ET)

Jun 2, 2015 · 6:36 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	97,757	—	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	$11.9621	May 29, 2015	D	7,486	D	—	May 2, 2021	Common Stock	7,486	D
Employee Stock Option (Right to Buy)^F3	$12.0205	May 29, 2015	D	11,108	D	—	Mar 3, 2021	Common Stock	11,108	D
Employee Stock Option (Right to Buy)^F4	$10.0733	May 29, 2015	D	71,147	D	—	Nov 7, 2021	Common Stock	71,147	D
Employee Stock Option (Right to Buy)^F5	$10.2941	May 29, 2015	D	76,420	D	—	Mar 6, 2022	Common Stock	76,420	D
Employee Stock Option (Right to Buy)^F6	$10.2205	May 29, 2015	D	113,096	D	—	Mar 8, 2023	Common Stock	113,096	D
Employee Stock Option (Right to Buy)^F7	$19.1623	May 29, 2015	D	22,504	D	—	Mar 6, 2024	Common Stock	22,504	D

Explanation of responses

F1Includes (a) 29,151 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) 46,569 restricted stock units disposed of for approximately $1,150,720, 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) 1,750 restricted stock units granted during 2015 and disposed of, on a pro-rated basis, for approximately $43,243, 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 approximately $95,431, 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 approximately $140,955, 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 $1,041,358, 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 $1,101,664, 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 annual installments beginning on March 8, 2014, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of approximately $1,638,705, 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 annual installments beginning on March 6, 2015, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of approximately $124,846, 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).