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

Jul 23, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KRATOS DEFENSE & SECURITY SOLUTIONS, INC. (KTOS)
CIK: 0001069258
Period of Report: 2013-07-19

Reporting Person: POIRIER RICHARD (President, Elec. Products Div.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-19	Common Stock	A	12000	—	Acquired	47393	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-19	Restricted Stock Units	$	D	12000	Disposed		Common Stock (12000)	Direct

Footnotes

F1: The two reported transactions involve an amendment of oustanding Restricted Stock Units, resulting in the deemed cancellation of the unvested Restricted Stock Units and the grant of replacement Restricted Stock Units under the same terms and conditions. The Restricted Stock Units were originally granted on March 30, 2011 and vest in five equal annual installments commencing March 30, 2013.

F2: Includes 3,944 shares held in Issuer's 401(k) Plan and 7,449 shares purchased through Issuer's Employee Stock Purchase Plan.

F3: The reporting person was granted 20,000 Restricted Stock Units on March 30, 2011, which vest 20% annually beginning on March 30, 2012, unless earlier vested upon a change in control or forfeited pursuant to the terms fo the Restricted Stock Unit agreement.

F4: Each Restricted Stock Unit represents a contingent right to receive one share of Issuer's common stock.