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^*

Carter David M

(Last)

(First)

(Middle)

10680 TREENA STREET, SUITE 600

(Street)

SAN DIEGO

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, DRSS Division

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2023

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	01/03/2023		M		3,000⁽³⁾	A	$0	75,160⁽⁸⁾	D
Common Stock	01/03/2023		F		1,512⁽⁷⁾	D	$10.03	73,648⁽⁸⁾	D
Common Stock	01/03/2023		M		3,000⁽⁴⁾	A	$0	76,648⁽⁸⁾	D
Common Stock	01/03/2023		F		1,512⁽⁷⁾	D	$10.03	75,136⁽⁸⁾	D
Common Stock	01/04/2023		M		17,500⁽⁵⁾	A	$0	92,636⁽⁸⁾	D
Common Stock	01/04/2023		F		8,093⁽⁷⁾	D	$10.21	84,543⁽⁸⁾	D
Common Stock	01/04/2023		M		3,000⁽⁶⁾	A	$0	87,543⁽⁸⁾	D
Common Stock	01/04/2023		F		1,512⁽⁷⁾	D	$10.21	86,031⁽⁸⁾	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	⁽¹⁾	01/03/2023		A		15,000		⁽²⁾	⁽²⁾	Common Stock	15,000	$0	15,000	D
Restricted Stock Units	⁽¹⁾	01/03/2023		M			3,000	⁽³⁾	⁽³⁾	Common Stock	3,000	$0	6,000	D
Restricted Stock Units	⁽¹⁾	01/03/2023		M			3,000	⁽⁴⁾	⁽⁴⁾	Common Stock	3,000	$0	12,000	D
Restricted Stock Units	⁽¹⁾	01/04/2023		M			17,500	⁽⁵⁾	⁽⁵⁾	Common Stock	17,500	$0	0	D
Restricted Stock Units	⁽¹⁾	01/04/2023		M			3,000	⁽⁶⁾	⁽⁶⁾	Common Stock	3,000	$0	9,000	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 15,000 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 15,000 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 8, 2018 where 17,500 RSUs vest on January 4, 2023.

6. RSUs were granted and previously reported on a Form 4 filed January 5, 2021 where 15,000 RSUs vest ratably on each of the first five anniversaries of the January 4, 2021 date of grant.

7. Shares withheld in a net transaction to satisfy the minimum tax liability, in accordance with Issuer's trading policies, in connection with shares vested as reported in this Form 4.

8. Includes 10,333 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 2,284 shares held through Issuer's 401(k) Plan.

	David M. Carter, by Eva Yee, Attorney-In-Fact	01/05/2023
	** 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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