KRATOS DEFENSE & SECURITY SOLUTIONS, INC. — Director's Dealing 2014

Sep 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KRATOS DEFENSE & SECURITY SOLUTIONS, INC. (KTOS)
CIK: 0001069258
Period of Report: 2014-09-10

Reporting Person: Butera Deborah Sue (SVP,CCO,Sec. & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-10	Common Stock	M	9375	—	Acquired	25088	Direct
2014-09-11	Common Stock	F	3523	$7.06	Disposed	21565	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-10	Restricted Stock Units	$0	M	9375	Disposed		Common Stock (9375)	Direct

Footnotes

F1: Common Stock issued to reporting person pursuant to settlement of vested shares under Restricted Stock Unit grant dated September 10, 2010, where 7,500 of the 15,000 Restricted Stock Units granted vest in four equal installments annually beginning September 10, 2011 and the remaining 7,500 Restricted Stock Units vest on the fourth anniversary of the grant date.

F2: Shares tendered for payment of minimum tax liability, pursuant to a Rule 10b5-1 Plan, in connection with shares vested September 10, 2014 from a Restricted Stock Unit grant originally reported on Form 3 filed September 22, 2010, and released September 11, 2014.

F3: Includes 7,399 shares held in Issuer's 401(k) Plan and 1,889 shares purchased through Issuer's Employee Stock Purchase Plan.

F4: 7,500 of the Restricted Stock Units vest in four equal installments annually beginning September 10, 2011 and the remaining 7,500 restricted stock units vest September 10, 2014, unless earlier forfeited pursuant to the terms of the Restricted Stock Unit agreement.

F5: Not applicable for this transaction.