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

Jan 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KRATOS DEFENSE & SECURITY SOLUTIONS, INC. (KTOS)
CIK: 0001069258
Period of Report: 2014-01-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-02	Common Stock	M	2000	—	Acquired	26144	Direct
2014-01-02	Common Stock	M	3000	—	Acquired	29144	Direct
2014-01-03	Common Stock	M	1500	—	Acquired	30644	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-02	Restricted Stock Units	$	M	2000	Disposed		Common Stock (2000)	Direct
2014-01-02	Restricted Stock Units	$	M	3000	Disposed		Common Stock (3000)	Direct
2014-01-03	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 (RSU) granted on January 2, 2009, where 10,000 RSUs granted vest in five equal installments annually beginning on January 2, 1010.

F2: Common Stock issued to reporting person pursuant to settlement of vested shares under RSU granted on January 2, 2010, where 15,000 RSUs 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 RSU granted on January 3, 2011, where 15,000 RSUs were granted, 7,500 of which vest in five equal installments annually beginning January 3, 2012 and 7,500 of which vest 100% on the fifth anniversary of the grant date.

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

F5: Includes 5,027 shares held in Issuer's 401(k) Plan and 5,807 shares purchased through Issuer's Employee Stock Purchase Plan.