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).

1. Name and Address of Reporting Person^*

NEWMAN MARK S

(Last)

(First)

(Middle)

DRS TECHNOLOGIES, INC.

5 SYLVAN WAY

(Street)

PARSIPPANY

07054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DRS TECHNOLOGIES INC [ DRS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2008

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	10/22/2008		D		196,982	D	$81⁽¹⁾	0	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)
Stock Option (Right to Buy)	$13.5	10/22/2008		D			90,000	⁽²⁾	11/23/2010	Common Stock	90,000	$67.5	0	D
Stock Option (Right to Buy)	$33.96	10/22/2008		D			90,000	⁽³⁾	11/15/2011	Common Stock	90,000	$47.04	0	D
Stock Option (Right to Buy)	$32.08	10/22/2008		D			90,000	⁽⁴⁾	11/05/2012	Common Stock	90,000	$48.92	0	D
Stock Option (Right to Buy)	$28.53	10/22/2008		D			123,000	⁽⁵⁾	01/21/2014	Common Stock	123,000	$52.47	0	D
Stock Option (Right to Buy)	$37.29	10/22/2008		D			96,000	⁽⁶⁾	11/03/2014	Common Stock	96,000	$43.71	0	D
Stock Option (Right to Buy)	$50.23	10/22/2008		D			55,000	⁽⁷⁾	07/05/2015	Common Stock	55,000	$30.77	0	D
Stock Option (Right to Buy)	$49.91	10/22/2008		D			43,558	⁽⁸⁾	06/15/2016	Common Stock	43,558	$31.09	0	D
Stock Option (Right to Buy)	$54.3	10/22/2008		D			58,200	⁽⁹⁾	06/14/2017	Common Stock	58,200	$26.7	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement among Issuer, Finmeccanica S.p.A. and Dragon Merger Sub for the merger consideration of $81.00 per share.

2. Pursuant to the merger agreement, option to buy granted on November 24, 2000 and exercisable on the first four anniversaries of the date of grant at 25% per year, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.

3. Pursuant to the merger agreement, option to buy granted on November 16, 2001 and exercisable on the first four anniversaries of the date of grant at 25% per year, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.

4. Pursuant to the merger agreement, option to buy granted on November 6, 2002 and exercisable on the first four anniversaries of the date of grant at 25% per year, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.

5. Pursuant to the merger agreement, option to buy granted on January 22, 2004 and exercisable on the first four anniversaries of the date of grant at 25% per year, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.

6. Pursuant to the merger agreement, option to buy granted on November 4, 2004 and exercisable on the first four anniversaries of the date of grant at 25% per year, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.

7. Pursuant to the merger agreement, option to buy granted on July 6, 2005 and exercisable on March 31, 2006, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.

8. Pursuant to the merger agreement, option to buy granted on June 16, 2006 and exercisable on the first four anniversaries of the date of grant at 25% per year, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.

9. Pursuant to the merger agreement, option to buy granted June 15, 2007 and exercisable on the first four anniversaries of the date of grant at 25% per year, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.

Remarks:

	Mark S. Newman	12/09/2008
	** 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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