SEC Form 4 · accession 0001209191-15-049155
Exelis Inc. · XLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert E Durbin
Officer — Senior Vice President
Period of report
May 29, 2015
Accepted (ET)
Jun 2, 2015 · 6:38 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,F2 | May 29, 2015 | D | 38,491 | — | D | 0 | D | |
| Common StockF3 | May 29, 2015 | D | 968 | — | 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)F4 | $10.0733 | May 29, 2015 | D | 56,616 | D | — | Nov 7, 2021 | Common Stock | 56,616 | 0 | D |
| Employee Stock Option (Right to Buy)F5 | $10.2941 | May 29, 2015 | D | 55,460 | D | — | Mar 6, 2022 | Common Stock | 55,460 | 0 | D |
| Employee Stock Option (Right to Buy)F6 | $10.2205 | May 29, 2015 | D | 56,322 | D | — | Mar 8, 2023 | Common Stock | 56,322 | 0 | D |
| Employee Stock Option (Right to Buy)F7 | $19.1623 | May 29, 2015 | D | 13,799 | D | — | Mar 6, 2024 | Common Stock | 13,799 | 0 | D |
Explanation of responses
- F1Includes 53 additional shares of Issuer common stock pursuant to a dividend reinvestment feature since the date of the last report.
- F2Includes (a) 13,117 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) 11,860 restricted stock units disposed of for approximately $293,061, 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) 1,073 restricted stock units granted during 2015 and disposed of, on a pro-rated basis, for approximately $26,514, 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).
- F3Disposed 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.
- F4This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of approximately $828,672, 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 $799,506, 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 $816,078, 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 $76,553, 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).