KRATOS DEFENSE & SECURITY SOLUTIONS, INC. — Director's Dealing 2016

Jan 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KRATOS DEFENSE & SECURITY SOLUTIONS, INC. (KTOS)
CIK: 0001069258
Period of Report: 2016-01-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-03	Common Stock	M	6000	—	Acquired	41555	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-03	Restricted Stock Units	$	M	6000	Disposed		Common Stock (6000)	Direct
2016-01-04	Restricted Stock Units	$	A	30000	Acquired		Common Stock (30000)	Direct

Footnotes

F1: Common Stock issued to reporting person pursuant to settlement of vested shares under Restricted Stock Unit (RSU) 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 date of grant.

F2: 15,000 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. The other 15,000 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.

F3: Each RSU represents a contingent right to receive one share of Issuer's common stock.

F4: Includes 1,199 shares purchased through Issuer's Employee Stock Purchase Plan.