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: Goodwin Benjamin M. (President, KPSS Division)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-02	Common Stock	M	1500	—	Acquired	27938	Direct
2014-01-02	Common Stock	M	2500	—	Acquired	30438	Direct
2014-01-03	Common Stock	M	1000	—	Acquired	31438	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-02	Restricted Stock Units	$	M	1500	Disposed		Common Stock (1500)	Direct
2014-01-02	Restricted Stock Units	$	M	2500	Disposed		Common Stock (2500)	Direct
2014-01-03	Restricted Stock Units	$	M	1000	Disposed		Common Stock (1000)	Direct

Footnotes

F1: Common Stock issued to reporting person pursuant to settlement of vested shares under Restricted Stock Units (RSU) granted on January 2, 2009, where 7,500 RSUs granted vest in five equal installments annually beginning on January 2, 2010.

F2: Common Stock issued to reporting person persuant to settlement of vested shares under RSUs granted on January 2, 2010, where 12,500 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 RSUs granted on January 3, 2011, where 10,000 RSUs were granted, 5,000 of which vest in five equal installments annually beginning January 3, 2012 and 5,000 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 176 shares purchased through Issuer's Employee Stock Purchase Plan.