President, US Division Fendley Steven S. converted options into 50,000 shares and covered exercise/tax liability with 19,972 shares, increasing direct ownership by 9% to 372,431 units (SEC Form 4)
$KTOS
Military/Government/Technical
Industrials
| 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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/03/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 01/03/2025 | M | 10,000(3) | A | $0 | 352,403(9) | D | |||
| Common Stock | 01/03/2025 | F | 4,232(8) | D | $27.48 | 348,171(9) | D | |||
| Common Stock | 01/03/2025 | M | 10,000(4) | A | $0 | 358,171(9) | D | |||
| Common Stock | 01/03/2025 | F | 3,935(8) | D | $27.48 | 354,236(9) | D | |||
| Common Stock | 01/03/2025 | M | 10,000(5) | A | $0 | 364,236(9) | D | |||
| Common Stock | 01/03/2025 | F | 3,935(8) | D | $27.48 | 360,301(9) | D | |||
| Common Stock | 01/04/2025 | M | 10,000(6) | A | $0 | 370,301(9) | D | |||
| Common Stock | 01/04/2025 | F | 3,935(8) | D | $27.48 | 366,366(9) | D | |||
| Common Stock | 01/04/2025 | M | 10,000(7) | A | $0 | 376,366(9) | D | |||
| Common Stock | 01/04/2025 | F | 3,935(8) | D | $27.48 | 372,431(9) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | 01/03/2025 | A | 50,000 | (2) | (2) | Common Stock | 50,000 | $0 | 50,000 | D | ||||
| Restricted Stock Units | (1) | 01/03/2025 | M | 10,000 | (3) | (3) | Common Stock | 10,000 | $0 | 0 | D | ||||
| Restricted Stock Units | (1) | 01/03/2025 | M | 10,000 | (4) | (4) | Common Stock | 10,000 | $0 | 20,000 | D | ||||
| Restricted Stock Units | (1) | 01/03/2025 | M | 10,000 | (5) | (5) | Common Stock | 10,000 | $0 | 30,000 | D | ||||
| Restricted Stock Units | (1) | 01/04/2025 | M | 10,000 | (6) | (6) | Common Stock | 10,000 | $0 | 10,000 | D | ||||
| Restricted Stock Units | (1) | 01/04/2025 | M | 10,000 | (7) | (7) | Common Stock | 10,000 | $0 | 40,000 | 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 and previously reported on a Form 4 filed January 3, 2020, where 50,000 RSUs vest ratably on each of the first five anniversaries of the January 3, 2020 date of grant. |
| 4. RSUs were granted and previously reported on a Form 4 filed January 5, 2022, where 50,000 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 50,000 RSUs vest ratably on each of the first five anniversaries of the January 3, 2023 date of grant. |
| 6. RSUs were granted and previously reported on a Form 4 filed January 5, 2021, where 50,000 RSUs vest ratably on each of the first five anniversaries of the January 4, 2021 date of grant. |
| 7. RSUs were granted and previously reported on a Form 4 filed January 5, 2024, where 50,000 RSUs vest ratably on each of the first five anniversaries of the January 4, 2024 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. Includes approximately 1,891 shares held through Issuer's 401(k) Plan. |
| Steven S. Fendley, by Eva Yee, Attorney-In-Fact | 01/07/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||