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*
CARANO BANDEL L

(Last) (First) (Middle)
C/O OAK INVESTMENT PARTNERS
901 MAIN AVENUE, SUITE 600

(Street)
NORWALK CT 06851

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/07/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 03/07/2017 P 275,862 A $7.25 13,540,305(1)(2) I SEE FOOTNOTES(1)(2)(3)
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
1. Name and Address of Reporting Person*
CARANO BANDEL L

(Last) (First) (Middle)
C/O OAK INVESTMENT PARTNERS
901 MAIN AVENUE, SUITE 600

(Street)
NORWALK CT 06851

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oak Investment Partners XIII, Limited Partnership

(Last) (First) (Middle)
901 MAIN AVENUE
SUITE 600

(Street)
NORWALK CT 06851

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OAK INVESTMENT PARTNERS X LTD PARTNERSHIP

(Last) (First) (Middle)
901 MAIN AVENUE
SUITE 600

(Street)
NORWALK CT 06851

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OAK X AFFILIATES FUND LP

(Last) (First) (Middle)
901 MAIN AVENUE
SUITE 600

(Street)
NORWALK CT 06851

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OAK INVESTMENT PARTNERS IX L P

(Last) (First) (Middle)
901 MAIN AVENUE
SUITE 600

(Street)
NORWALK CT 06851

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OAK IX AFFILIATES FUND LP

(Last) (First) (Middle)
901 MAIN AVENUE
SUITE 600

(Street)
NORWALK CT 06851

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OAK IX AFFILIATES FUND A LP

(Last) (First) (Middle)
901 MAIN AVENUE
SUITE 600

(Street)
NORWALK CT 06851

(City) (State) (Zip)
Explanation of Responses:
1. The 13,540,305 shares of Common Stock are directly owned as follows:(i)11,000,000 shares directly owned by Oak Investment Partners XIII, Limited Partnership ("Oak XIII"), (ii)267,786 shares directly owned by Oak Investment Partners IX, Limited Partnership ("Oak IX"), (iii)2,853 shares directly owned by Oak IX Affiliates Fund, Limited Partnership ("Oak IX Affiliates"), (iv)6,427 shares directly owned by Oak IX Affiliates Fund-A, Limited Partnership ("Oak IX Affiliates-A"), (v)1,630,960 shares directly owned by Oak Investment Partners X, Limited Partnership ("Oak X") of which 271,503 shares were purchased pursuant to a public offering of the Issuer that closed on March 7, 2017, (vi)26,181 shares directly owned by Oak X Affiliates Fund, Limited Partnership of which 4,359 shares were purchased pursuant to a public offering of the Issuer that closed on March 7, 2017 ("Oak X Affiliates", together with Oak XIII, Oak IX, Oak IX Affiliates, Oak IX Affiliates-A, and Oak X, "Oak Funds").
2. Continuation of Footnote 1 - (vii) 606,098 shares directly owned by Bandel L. Carano, a Director of Kratos Defense & Security Solutions, Inc. No other reporting person has any pecuniary interest in these shares.
3. Mr. Carano a Managing Member of (i) Oak Associates XIII, LLC, the General Partner of Oak XIII, (ii) Oak Associates IX, LLC, the General Partner of Oak IX, (iii) Oak IX Affiliates, LLC, the General Partner of each of Oak IX Affiliates and Oak IX Affiliates-A, (iv) Oak Associates X, LLC, the General Partner of Oak X, and (v) Oak X Affiliates, LLC, the General Partner of Oak X Affiliates.
Remarks:
Mr. Carano is reporting the purchase of 275,862 shares of Common Stock by Oak X and Oak X Affiliates together with the holdings of the other Oak Funds because they may be deemed to be included in a "group" with Mr. Carano. Mr. Carano disclaims beneficial ownership of any securities (except to the extent of his pecuniary interest in such securities) other than any securities reported herein as being directly owned by him, and this report shall not be deemed an admission that Mr. Carano is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose. Bandel Carano is a Director of the Issuer as well as the Managing Member of the General Partners of the Oak Funds as disclosed in footnote 2 above. The Oak Funds and Mr. Carano reserve the right to consolidate the filings of the Oak Funds and Mr. Carano in the future.
Bandel L. Carano 03/08/2017
/s/ Bandel L. Carano, Managing Member of Oak Associates XIII, LLC, general partner of Oak Investment Partners XIII, Limited Partnership 03/08/2017
/s/ Bandel L. Carano, Managing Member of Oak Associates X, LLC, general partner of Oak Investment Partners X, Limited Partnership 03/08/2017
/s/ Bandel L. Carano, Managing Member of Oak X Affiliates, LLC, general partner of Oak X Affiliates Fund, Limited Partnership 03/08/2017
/s/ Bandel L. Carano, Managing Member of Oak Associates IX, LLC, general partner of Oak Investment Partners IX, Limited Partnership 03/08/2017
/s/ Bandel L. Carano, Managing Member of Oak IX Affiliates, LLC, general partner of Oak IX Affiliates Fund, Limited Partnership 03/08/2017
/s/ Bandel L. Carano, Managing Member of Oak IX Affiliates, LLC, general partner of Oak IX Affiliates Fund-A, Limited Partnership 03/08/2017
** 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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