SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Liberatore Samuel N

(Last)

(First)

(Middle)

10680 TREENA STREET, SUITE 600

(Street)

SAN DIEGO

92131

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KRATOS DEFENSE & SECURITY SOLUTIONS, INC. [ KTOS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/01/2023		M		2,850⁽²⁾	A	$0	4,032⁽¹⁷⁾	D
Common Stock	11/01/2023		M		1,000⁽³⁾	A	$0	5,032⁽¹⁷⁾	D
Common Stock	11/01/2023		M		1,000⁽⁴⁾	A	$0	6,032⁽¹⁷⁾	D
Common Stock	11/01/2023		M		3,000⁽⁵⁾	A	$0	9,032⁽¹⁷⁾	D
Common Stock	11/01/2023		M		4,000⁽⁶⁾	A	$0	13,032⁽¹⁷⁾	D
Common Stock	11/01/2023		M		10,000⁽⁷⁾	A	$0	23,032⁽¹⁷⁾	D
Common Stock	11/01/2023		M		10,000⁽⁸⁾	A	$0	33,032⁽¹⁷⁾	D
Common Stock	11/01/2023		M		10,000⁽⁹⁾	A	$0	43,032⁽¹⁷⁾	D
Common Stock	11/01/2023		M		10,000⁽¹⁰⁾	A	$0	53,032⁽¹⁷⁾	D
Common Stock	11/01/2023		M		10,000⁽¹¹⁾	A	$0	63,032⁽¹⁷⁾	D
Common Stock	11/01/2023		M		10,000⁽¹²⁾	A	$0	73,032⁽¹⁷⁾	D
Common Stock	11/01/2023		M		10,000⁽¹³⁾	A	$0	83,032⁽¹⁷⁾	D
Common Stock	11/01/2023		M		10,000⁽¹⁴⁾	A	$0	93,032⁽¹⁷⁾	D
Common Stock	11/01/2023		M		10,000⁽¹⁵⁾	A	$0	103,032⁽¹⁷⁾	D
Common Stock	11/01/2023		M		10,000⁽¹⁶⁾	A	$0	113,032⁽¹⁷⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	11/01/2023		M			2,850	⁽²⁾	⁽²⁾	Common Stock	2,850	$0	0	D
Restricted Stock Units	⁽¹⁾	11/01/2023		M			1,000	⁽³⁾	⁽³⁾	Common Stock	1,000	$0	0	D
Restricted Stock Units	⁽¹⁾	11/01/2023		M			1,000	⁽⁴⁾	⁽⁴⁾	Common Stock	1,000	$0	0	D
Restricted Stock Units	⁽¹⁾	11/01/2023		M			3,000	⁽⁵⁾	⁽⁵⁾	Common Stock	3,000	$0	0	D
Restricted Stock Units	⁽¹⁾	11/01/2023		M			4,000	⁽⁶⁾	⁽⁶⁾	Common Stock	4,000	$0	0	D
Restricted Stock Units	⁽¹⁾	11/01/2023		M			10,000	⁽⁷⁾	⁽⁷⁾	Common Stock	10,000	$0	0	D
Restricted Stock Units	⁽¹⁾	11/01/2023		M			10,000	⁽⁸⁾	⁽⁸⁾	Common Stock	10,000	$0	0	D
Restricted Stock Units	⁽¹⁾	11/01/2023		M			10,000	⁽⁹⁾	⁽⁹⁾	Common Stock	10,000	$0	0	D
Restricted Stock Units	⁽¹⁾	11/01/2023		M			10,000	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	10,000	$0	0	D
Restricted Stock Units	⁽¹⁾	11/01/2023		M			10,000	⁽¹¹⁾	⁽¹¹⁾	Common Stock	10,000	$0	0	D
Restricted Stock Units	⁽¹⁾	11/01/2023		M			10,000	⁽¹²⁾	⁽¹²⁾	Common Stock	10,000	$0	0	D
Restricted Stock Units	⁽¹⁾	11/01/2023		M			10,000	⁽¹³⁾	⁽¹³⁾	Common Stock	10,000	$0	0	D
Restricted Stock Units	⁽¹⁾	11/01/2023		M			10,000	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	10,000	$0	0	D
Restricted Stock Units	⁽¹⁾	11/01/2023		M			10,000	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	10,000	$0	0	D
Restricted Stock Units	⁽¹⁾	11/01/2023		M			10,000	⁽¹⁶⁾	⁽¹⁶⁾	Common Stock	10,000	$0	0	D

Explanation of Responses:

1. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Issuer's common stock.

2. RSUs were granted on January 4, 2010 that vested and then released November 1, 2023 after the issuance was deferred until retirement from the board.

3. RSUs were granted on September 10, 2010 that vested and then released November 1, 2023 after the issuance was deferred until retirement from the board.

4. RSUs were granted on January 3, 2011 that vested and then released November 1, 2023 after the issuance was deferred until retirement from the board.

5. RSUs were granted on June 6, 2011 that vested and then released November 1, 2023 after the issuance was deferred until retirement from the board.

6. RSUs were granted on January 3, 2012 that vested and then released November 1, 2023 after the issuance was deferred until retirement from the board.

7. RSUs were granted on March 20, 2014 that vested and then released November 1, 2023 after the issuance was deferred until retirement from the board.

8. RSUs were granted on January 1, 2015 that vested and then released November 1, 2023 after the issuance was deferred until retirement from the board.

9. RSUs were granted on January 4, 2016 that vested and then released November 1, 2023 after the issuance was deferred until retirement from the board.

10. RSUs were granted on January 4, 2017 that vested and then released November 1, 2023 after the issuance was deferred until retirement from the board.

11. RSUs were granted on June 19, 2018 that vested and then released November 1, 2023 after the issuance was deferred until retirement from the board.

12. RSUs were granted on May 10, 2019 that vested and then released November 1, 2023 after the issuance was deferred until retirement from the board.

13. RSUs were granted on June 4, 2020 that vested and then released November 1, 2023 after the issuance was deferred until retirement from the board.

14. RSUs were granted on May 26, 2021 that vested and then released November 1, 2023 after the issuance was deferred until retirement from the board.

15. RSUs were granted on June 14, 2022 that vested and then released November 1, 2023 after the issuance was deferred until retirement from the board.

16. RSUs were granted on May 24, 2023 that vested and were settled upon retirement from the board.

17. Includes approximately 782 shares held through Issuer's 401(k) plan.

	Samuel N. Liberatore, by Eva Yee, Attorney-In-Fact	11/03/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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