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

Aug 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KRATOS DEFENSE & SECURITY SOLUTIONS, INC. (KTOS)
CIK: 0001069258
Period of Report: 2016-08-10

Reporting Person: Mendoza Marie (VP, General Counsel & Sec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-10	Common Stock	M	2000	—	Acquired	9277	Direct
2016-08-10	Common Stock	F	733	$4.47	Disposed	8544	Direct
2016-08-10	Common Stock	M	2000	—	Acquired	10544	Direct
2016-08-10	Common Stock	F	733	$4.67	Disposed	9811	Direct
2016-08-10	Common Stock	M	2000	—	Acquired	11811	Direct
2016-08-10	Common Stock	F	733	$5.06	Disposed	11078	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-10	Restricted Stock Units	$	M	2000	Disposed		Common Stock (2000)	Direct
2016-08-10	Restricted Stock Units	$	M	2000	Disposed		Common Stock (2000)	Direct
2016-08-10	Restricted Stock Units	$	M	2000	Disposed		Common Stock (2000)	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, three tranches of 2,000 RSUs were released on August 10, 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 235 shares purchased through the Issuer's Employee Stock Purchase Plan and 7,042 shares held in Issuer's 401(k) Plan.