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

Jan 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KRATOS DEFENSE & SECURITY SOLUTIONS, INC. (KTOS)
CIK: 0001069258
Period of Report: 2014-01-03

Reporting Person: Goodwin Benjamin M. (President, KPSS Division)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-03	Restricted Stock Units	$	A	20000	Acquired		Common Stock (20000)	Direct

Footnotes

F1: Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Issuer's common stock.

F2: 10,000 of the RSUs vest 100% on the five year anniversary of the date of grant, unless earlier vested or terminated pursuant to the terms of the RSU agreement. 10,000 of the RSUs vest 20% upon each 10% increase in the closing market price of the Issuer's common stock measured from the RSU grant date through the 10-year anniversary of the RSU grant date, unless earlier vested or terminated pursuant to the terms of the RSU agreement, provided that the first vesting shall not occur until the first anniversary of the RSU grant date, at which time that percentage of RSUs shall vest based on increases in the closing market price measured from the RSU grant date through the first anniversary.