KRATOS DEFENSE & SECURITY SOLUTIONS, INC. — Director's Dealing 2015

Jun 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KRATOS DEFENSE & SECURITY SOLUTIONS, INC. (KTOS)
CIK: 0001069258
Period of Report: 2015-06-05

Reporting Person: Beaman Gerald R (President, Unmanned Sys. Div.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-05	Common Stock	M	3000	—	Acquired	12838	Direct
2015-06-05	Common Stock	F	1100	$5.92	Disposed	11738	Direct
2015-06-09	Common Stock	M	3000	—	Acquired	14738	Direct
2015-06-09	Common Stock	F	1100	$5.95	Disposed	13638	Direct
2015-06-09	Common Stock	F	1467	$4.99	Disposed	12171	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-05	Restricted Stock Units	$	M	3000	Disposed		Common Stock (3000)	Direct
2015-06-09	Restricted Stock Units	$	M	3000	Disposed		Common Stock (3000)	Direct

Footnotes

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

F2: RSUs were granted and previously reported on a Form 4 filed January 5, 2015. Of these RSUs, 3,000 RSUs were released on June 5, 2015 and 3,000 RSUs were released on June 9, 2015.

F3: Shares withheld for payment of minimum tax liability, in accordance with Issuer's trading policies, in connection with shares released as reported in this Form 4.

F4: Shares withheld for payment of minimum tax liability, in accordance with Issuer's trading policies, in connection with shares vested as reported on Form 4 filed January 5, 2015.

F5: Includes 2,311 shares purchased through Issuer's Employee Stock Purchase Plan and 3,527 shares held in the Issuer's 401(k) Plan.