KRATOS DEFENSE & SECURITY SOLUTIONS, INC. — Director's Dealing 2017

Jun 29, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KRATOS DEFENSE & SECURITY SOLUTIONS, INC. (KTOS)
CIK: 0001069258
Period of Report: 2017-06-27

Reporting Person: Carrai Phillip D (President, TTS Division)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-27	Common Stock	M	10000	—	Acquired	165272	Direct
2017-06-27	Common Stock	F	3310	$10.82	Disposed	161962	Direct
2017-06-27	Common Stock	M	10000	—	Acquired	171962	Direct
2017-06-27	Common Stock	F	3310	$11.16	Disposed	168652	Direct
2017-06-27	Common Stock	M	6000	—	Acquired	174652	Direct
2017-06-27	Common Stock	F	1986	$11.21	Disposed	172666	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-27	Restricted Stock Units	$	M	10000	Disposed		Common Stock (10000)	Direct
2017-06-27	Restricted Stock Units	$	M	10000	Disposed		Common Stock (10000)	Direct
2017-06-27	Restricted Stock Units	$	M	6000	Disposed		Common Stock (6000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	23394	Indirect

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, 2017. Of these RSUs, two tranches of 10,000 shares each were released on June 27, 2017.

F3: RSUs were granted and previously reported on a Form 4 filed January 7, 2014. Of these RSUs, one tranche of 6,000 shares was released on June 27, 2017.

F4: 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.

F5: Includes 17,074 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 15,263 shares held in Issuer's 401(k) Plan.