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

Aug 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KRATOS DEFENSE & SECURITY SOLUTIONS, INC. (KTOS)
CIK: 0001069258
Period of Report: 2016-08-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-17	Common Stock	M	3000	—	Acquired	47736	Direct
2016-08-17	Common Stock	F	1127	$5.67	Disposed	46609	Direct
2016-08-17	Common Stock	M	3000	—	Acquired	49609	Direct
2016-08-17	Common Stock	F	1127	$5.89	Disposed	48482	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-17	Restricted Stock Units	$	M	3000	Disposed		Common Stock (3000)	Direct
2016-08-17	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, 2016. Of these RSUs, two tranches of 3,000 were released on August 17, 2016.

F3: Shares withheld in a net transaction to satisfy the minimum tax liability, in accordance with Issuer's trading policies, in connection with shares released as reported in this Form 4.

F4: Includes 1,546 shares purchased through Issuer's Employee Stock Purchase Plan.