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*
DEMARCO ERIC M

(Last) (First) (Middle)
10680 TREENA STREET, SUITE 600

(Street)
SAN DIEGO CA 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
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
01/02/2024
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)
Code V Amount (A) or (D) Price
Common Stock 01/02/2024 M 30,000(3) A $0 715,334(9) I by trust
Common Stock 01/02/2024 F 12,138(8) D $19.76 703,196(9) I by trust
Common Stock 01/03/2024 M 30,000(4) A $0 733,196(9) I by trust
Common Stock 01/03/2024 F 11,805(8) D $18.5 721,391(9) I by trust
Common Stock 01/03/2024 M 30,000(5) A $0 751,391(9) I by trust
Common Stock 01/03/2024 F 11,805(8) D $18.5 739,586(9) I by trust
Common Stock 01/03/2024 M 25,000(6) A $0 764,586(9) I by trust
Common Stock 01/03/2024 F 9,838(8) D $18.5 754,748(9) I by trust
Common Stock 01/03/2024 M 50,000(6) A $0 804,748(9) I by trust
Common Stock 01/03/2024 F 19,675(8) D $18.5 785,073(9) I by trust
Common Stock 01/04/2024 M 30,000(7) A $0 815,073(9) I by trust
Common Stock 01/04/2024 F 11,805(8) D $18.53 803,268(9) I by trust
Common Stock 60,273(10) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 01/04/2024 A 150,000 (2) (2) Common Stock 150,000 $0 150,000 D
Restricted Stock Units (1) 01/02/2024 M 30,000 (3) (3) Common Stock 30,000 $0 0 D
Restricted Stock Units (1) 01/03/2024 M 30,000 (4) (4) Common Stock 30,000 $0 90,000 D
Restricted Stock Units (1) 01/03/2024 M 30,000 (5) (5) Common Stock 30,000 $0 120,000 D
Restricted Stock Units (1) 01/03/2024 M 25,000 (6) (6) Common Stock 25,000 $0 0 D
Restricted Stock Units (1) 01/03/2024 M 50,000 (6) (6) Common Stock 50,000 $0 0 D
Restricted Stock Units (1) 01/04/2024 M 30,000 (7) (7) Common Stock 30,000 $0 60,000 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 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.
3. RSUs were granted on January 2, 2009, vested on the 15th anniversary and released January 2, 2024.
4. RSUs were granted and previously reported on a Form 4 filed January 5, 2022, where 150,000 RSUs vest ratably on each of the first five anniversaries of the January 3, 2022 date of grant.
5. RSUs were granted and previously reported on a Form 4 filed January 5, 2023, where 150,000 RSUs vest ratably on each of the first five anniversaries of the January 3, 2023 date of grant.
6. RSUs were granted on January 3, 2014, vested on the 10th anniversary and released January 3, 2024.
7. RSUs were granted and previously reported on a Form 4 filed January 5, 2021, where 150,000 RSUs vest ratably on each of the first five anniversaries of the January 4, 2021 date of grant.
8. Shares withheld in a net transaction to satisfy the tax liability, in accordance with Issuer's trading policies, in connection with shares vested as reported in this Form 4.
9. RSUs were granted to Reporting Person, and per Reporting Person's instructions, the common stock from such released RSUs were issued to Reporting Person's trust.
10. Includes 41,661 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 18,612 shares held through Issuer's 401(k).
Eric M. DeMarco, by Eva Yee, Attorney-In-Fact 01/04/2024
** 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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