0001209191-15-049147.txt : 20150602 0001209191-15-049147.hdr.sgml : 20150602 20150602183418 ACCESSION NUMBER: 0001209191-15-049147 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150529 FILED AS OF DATE: 20150602 DATE AS OF CHANGE: 20150602 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Exelis Inc. CENTRAL INDEX KEY: 0001524471 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 452083813 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1650 TYSONS BOULEVARD STREET 2: SUITE 1700 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 703-790-6300 MAIL ADDRESS: STREET 1: 1650 TYSONS BOULEVARD STREET 2: SUITE 1700 CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: ITT DCO, Inc. DATE OF NAME CHANGE: 20110628 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Milligan Peter J CENTRAL INDEX KEY: 0001531049 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35228 FILM NUMBER: 15908308 MAIL ADDRESS: STREET 1: 1650 TYSONS BOULEVARD STREET 2: SUITE 1700 CITY: MCLEAN STATE: VA ZIP: 22102 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-05-29 1 0001524471 Exelis Inc. XLS 0001531049 Milligan Peter J 1650 TYSONS BOULEVARD SUITE 1700 MCLEAN VA 22102 0 1 0 0 Chief Financial Officer Common Stock 2015-05-29 4 D 0 191744 D 0 D Employee Stock Option (Right to Buy) 6.92 2015-05-29 4 D 0 17778 17.79 D 2016-03-05 Common Stock 17778 0 D Employee Stock Option (Right to Buy) 11.15 2015-05-29 4 D 0 13698 13.56 D 2020-03-05 Common Stock 13698 0 D Employee Stock Option (Right to Buy) 12.02 2015-05-29 4 D 0 27782 12.69 D 2021-03-03 Common Stock 27782 0 D Employee Stock Option (Right to Buy) 10.07 2015-05-29 4 D 0 399146 14.64 D 2021-11-07 Common Stock 399146 0 D Employee Stock Option (Right to Buy) 10.29 2015-05-29 4 D 0 208533 14.42 D 2022-03-06 Common Stock 208533 0 D Employee Stock Option (Right to Buy) 10.22 2015-05-29 4 D 0 223038 14.49 D 2023-03-08 Common Stock 223038 0 D Employee Stock Option (Right to Buy) 19.16 2015-05-29 4 D 0 44585 5.55 D 2024-03-06 Common Stock 44585 0 D Includes (a) 104,415 shares of issuer common stock disposed of pursuant to a merger agreement between the issuer and Harris Corporation in exchange for (i) .1025 shares of common stock of Harris Corporation (market value of $8.12 per .1025 shares of common stock of Harris Corporation) and (ii) cash consideration of $16.625 per issuer share, (b) 43,670 restricted stock units disposed of for $1,079,085.70, plus accrued dividend equivalents, representing the market value of the issuer's common stock on the effective date of the merger ($24.71), and (c) 3,468 restricted stock units granted during 2015 and disposed of, on a pro-rated basis, for approximately $85,694.28, plus accrued dividend equivalents, reflecting the market value of the issuer's shares on the effective date of the merger ($24.71). This amount reflects post-Vectrus, Inc. spin-off share amounts (following the Vectrus spin-off, Issuer restricted stock units were adjusted to preserve their pre-spin-off value). This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $316,270.62, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value). This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $185,744.88, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value). This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $352,553.58, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value). This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $5,843,497.44, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value). This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $3,007,045.86, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value). This option, which provided for vesting in three equal installments beginning on March 8, 2014, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $3,231,820.62, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value). This option, which provided for vesting in three equal installments beginning on March 6, 2015, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $247,446.75, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value). Rachel L. Semanchik, as Attorney-in-Fact 2015-06-02