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

Nov 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KRATOS DEFENSE & SECURITY SOLUTIONS, INC. (KTOS)
CIK: 0001069258
Period of Report: 2016-11-08

Reporting Person: Cervantes de Burgreen Maria (VP & Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-08	Common Stock	F	733	$6.98	Disposed	21024	Direct
2016-11-08	Common Stock	F	733	$6.98	Disposed	20291	Direct
2016-11-08	Common Stock	F	733	$6.97	Disposed	19558	Direct
2016-11-08	Common Stock	F	734	$6.91	Disposed	18824	Direct
2016-11-08	Common Stock	F	751	$6.53	Disposed	18073	Direct

Footnotes

F1: Restricted stock units ("RSUs") representing contingent rights to receive common stock were previously reported in Table I on a Form 3 filed May 20, 2016 ("Form 3"). Of these RSUs, five tranches of 2,000 RSUs were released on November 8, 2016 and shares were withheld in net transactions to satisfy the minimum tax liability, in accordance with Issuer's trading policies, in connection with shares released.

F2: Includes 323 shares purchased through Issuer's Employee Stock Purchase Plan; 434 shares held in Issuer's 401(k) Plan; 1,000 RSUs that vest 100% on May 22, 2017, subject to the terms of the RSU agreement, as reported on the Form 3; and 10,000 RSUs that vest on May 12, 2021, subject to the terms of the RSU agreement, as reported on the Form 3.