KRATOS DEFENSE & SECURITY SOLUTIONS, INC. — Director's Dealing 2021

Jan 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KRATOS DEFENSE & SECURITY SOLUTIONS, INC. (KTOS)
CIK: 0001069258
Period of Report: 2021-01-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-03	Common Stock	M	10000	—	Acquired	72854	Direct
2021-01-03	Common Stock	F	3267	$27.43	Disposed	69587	Direct
2021-01-04	Common Stock	M	40000	—	Acquired	109587	Direct
2021-01-04	Common Stock	F	12040	$26.37	Disposed	97547	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-03	Restricted Stock Units	$	M	10000	Disposed		Common Stock (10000)	Direct
2021-01-04	Restricted Stock Units	$	M	40000	Disposed		Common Stock (40000)	Direct
2021-01-04	Restricted Stock Units	$	A	50000	Acquired		Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	46644	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 3, 2020, where 50,000 RSUs vest ratably on each of the first five anniversaries of the January 3, 2020 date of grant.

F3: RSUs were granted and previously reported on a Form 4 filed January 5, 2016, where 40,000 RSUs vest on January 4, 2021.

F4: RSUs vest ratably on each of the first five anniversaries of the date of grant, unless earlier vested or terminated pursuant to the terms of the RSU agreement.

F5: Shares withheld in a net transaction to satisfy the minimum tax liability, in accordance with Issuer's trading policies, in connection with shares vested as reported in this Form 4.

F6: Includes 11,845 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 785 shares held through Issuer's 401(k) Plan.