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^*

Tyler Michele Lynn

(Last)

(First)

(Middle)

655 SPACE CENTER DRIVE

(Street)

COLORADO SPRINGS

80915

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vectrus, Inc. [ VEC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, CLO and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2014

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								345⁽¹⁾	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	⁽²⁾⁽³⁾	09/29/2014		A		1,701		⁽⁴⁾	⁽⁴⁾	Common Stock	1,701	$0.00	1,701	D
Restricted Stock Units	⁽²⁾⁽⁵⁾	09/29/2014		A		2,056		⁽⁶⁾	⁽⁶⁾	Common Stock	2,056	$0.00	2,056	D
Restricted Stock Units	⁽²⁾⁽⁷⁾	09/29/2014		A		4,062		⁽⁸⁾	⁽⁸⁾	Common Stock	4,062	$0.00	4,062	D
Employee Stock Options (Right to Buy)	$13.1284	09/29/2014		A		15,785		⁽⁹⁾	03/08/2023	Common Stock	15,785	$0.00	15,785	D
Employee Stock Options (Right to Buy)	$24.6142	09/29/2014		A		4,132		⁽¹⁰⁾	03/06/2024	Common Stock	4,132	$0.00	4,132	D

Explanation of Responses:

1. Reflects common stock of Vectrus, Inc. received with respect to shares of common stock of Exelis Inc. held prior to the spin-off of Vectrus, Inc. from Exelis Inc.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Vectrus, Inc. common stock.

3. Reflects the conversion of an RSU award previously granted by Exelis Inc. on March 6, 2012, into RSUs of Vectrus, Inc. in connection with the spin-off of Vectrus, Inc.

4. The RSUs will fully vest on March 6, 2015.

5. Reflects the conversion of an RSU award previously granted by Exelis Inc. on March 8, 2013, into RSUs of Vectrus, Inc. in connection with the spin-off of Vectrus, Inc.

6. The RSUs will fully vest on March 8, 2016.

7. Reflects the conversion of an RSU award previously granted by Exelis Inc. on March 6, 2014, into RSUs of Vectrus, Inc. in connection with the spin-off of Vectrus, Inc.

8. The RSUs vest in three equal annual installments beginning March 6, 2015.

9. The awarded options vest in three equal annual installments beginning on March 8, 2014.

10. The awarded options vest in three equal annual installments beginning on March 6, 2015.

Remarks:

Securities reported herein as having been acquired were equity awards previously granted by Exelis Inc. converted into equity awards of Vectrus, Inc. in connection with the spin-off Vectrus, Inc. from Exelis Inc.

	/s/ Kathryn Lamping, Attorney-in-Fact	10/01/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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