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: Carrai Phillip D (President, TTS Division)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-02	Common Stock	M	2000	—	Acquired	15376	Direct
2013-01-02	Common Stock	M	3000	—	Acquired	18376	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-02	Restricted Stock Unit	$	M	2000	Disposed		Common Stock (2000)	Direct
2013-01-02	Restricted Stock Unit	$	M	3000	Disposed		Common Stock (3000)	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: Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

F4: Includes 5,907 shares heldin Issuer's 401(k) Plan and 3,835 shares purchased through Issuer's Employee Stock Purchase Plan.