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: Beaman Gerald R (President, US Division)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-17	Common Stock	M	3000	—	Acquired	82506	Direct
2016-08-17	Common Stock	F	1127	$5.67	Disposed	81379	Direct
2016-08-17	Common Stock	M	3000	—	Acquired	84379	Direct
2016-08-17	Common Stock	F	1127	$5.89	Disposed	83252	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 7,320 shares purchased through Issuer's Employee Stock Purchase Plan; 6,767 shares held in Issuer's 401(k) Plan; and 50,000 RSUs granted on August 5, 2016 which vest in three equal installments annually beginning August 5, 2017 subject to the terms of the RSU agreement, as reported on the Form 4 filed August 8, 2016.