KRATOS DEFENSE & SECURITY SOLUTIONS, INC. — Director's Dealing 2013

Jan 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KRATOS DEFENSE & SECURITY SOLUTIONS, INC. (KTOS)
CIK: 0001069258
Period of Report: 2013-01-02

Reporting Person: Carter David M (President, KDRSS Division)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-02	Common Stock	M	2000	—	Acquired	19041	Direct
2013-01-02	Common Stock	M	3000	—	Acquired	22041	Direct
2012-01-03	Common Stock	M	1500	—	Acquired	23541	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-02	Restricted Stock Units	$	M	2000	Disposed		Common Stock (2000)	Direct
2013-01-02	Restricted Stock Units	$	M	3000	Disposed		Common Stock (3000)	Direct
2013-01-03	Restricted Stock Units	$	M	1500	Disposed		Common Stock (1500)	Direct

Footnotes

F1: Common Stock issued to reporting person pursuant to settlement of vested shares under Restricted Stock Unit grant dated January 2, 2009, where 10,000 Restricted Stock Units granted vest in five equal installments annually beginning on January 2, 2010.

F2: Common Stock issued to reporting person pursuant to settlement of vested shares under Restricted Stock Unit grant dated January 2, 2010, where 15,000 Restricted Stock Units granted vest in five equal installments annually beginning on January 2, 2011.

F3: Common Stock issued to reporting person pursuant to settlement of vested shares under Restricted Stock Unit grant dated January 3, 2011, where 7,500 Restricted Stock Units granted vest in five equal installments annually beginning on January 3, 2012.

F4: Includes 3,252 shares held in Issuer 401(k) Plan and 4,571 shares purchased through Issuer's Employee Stock Purchase Plan.

F5: Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.