8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 11, 2014

VECTRUS, INC.

(Exact name of Registrant as specified in its charter)

Indiana	0001-36341	38-3924636
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

655 Space Center Drive

Colorado Springs, CO 80915

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (719) 591-3600

[Not Applicable]

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.04. Temporary Suspension of Trading Under Former Parent’s Employee Benefit Plans.

On November 11, 2014, Exelis Inc. (“Exelis”), the former parent of Vectrus, Inc. (“Vectrus”) received a notice (the “Notice”) required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended, regarding a blackout period under each of the following 401(k) plans (collectively, the “Plans”) of Exelis:

•    Exelis Salaried Investment and Savings Plan

•    Exelis Communications Solutions Savings Plan for Hourly Employees

•    Exelis Information Systems Professional Benefits Employees’ Savings Plan

•    Exelis Night Vision Savings Plan for Hourly Employees

•    Exelis Avionics Division and Exelis Communications Solutions Bargaining Unit Savings Plan

•    Exelis Information Systems Pacific Missile Range Facility Savings Plan for Hourly Employees

The purpose of the blackout period for each of the Plans is to transition the administration of the Plans to a new administrator, Voya Financial ^TM. During the applicable blackout periods, participants in the Plans will be unable to access their plan accounts, including being unable to direct or diversify investments, or obtain loans or distributions.

The blackout period applicable to each of the Plans is expected to begin at 4:00 p.m. Eastern Time on December 23, 2014, and end the week of January 12, 2015. Notice of the applicable blackout period was sent to participants and beneficiaries under each of the Plans on November 11, 2014.

Because the Plans include a Vectrus common stock fund as an investment option, on November  11, 2014, in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Securities and Exchange Commission Regulation BTR, Vectrus sent a separate notice (the “Insider Notice”) to its directors and executive officers informing them that, during the blackout periods, they would generally be prohibited from directly or indirectly purchasing, selling, or otherwise acquiring or transferring Vectrus common stock or any other equity security or derivative securities of Vectrus acquired in connection with their employment as an officer or service as a director. A copy of the Insider Notice is attached as Exhibit 99.1 to this report and is incorporated by reference herein in its entirety.

During the blackout period and for a period of two years after the end date thereof, a security holder or other interested person may obtain, without charge, information regarding the blackout period, including the actual end date of the blackout period. This information is available by contacting Michele Tyler, Senior Vice President, Chief Legal Officer and Corporate Secretary at Vectrus, Inc., 655 Space Center Drive, Colorado Springs, CO 80915 or via telephone at 719- 637-5795.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit

No.Description

99.1 Notice of Blackout Period sent to Directors and Executive Officers of Vectrus, Inc. on November 11, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VECTRUS, INC.
Date: November 12, 2014	By:	/s/ Kathryn Lamping
		Assistant Secretary

EX-99.1

Exhibit 99.1

Vectrus, Inc.

655 Space Center Drive

Colorado Springs, CO 80915

719.591.3600

www.vectrus.com

To:	Directors and Executive Officers of Vectrus, Inc.
From:	Michele Tyler, Senior Vice President, Chief Legal Officer and Corporate Secretary
Date:	November 11, 2014
Re:	Notice Regarding Vectrus Trading Restrictions During 401(k) Plan Blackout Period

The purpose of this notice is to inform you of restrictions on your ability, directly or indirectly, to buy, sell or transfer Vectrus equity securities or exercise stock options during the period scheduled to begin on December 23, 2014 and end the week of January 12, 2015.

Pursuant to the Sarbanes-Oxley Act of 2002 (the “Act”), Vectrus, Inc. (“Vectrus”) is required to notify you of upcoming temporary restrictions on your ability to engage in certain activities regarding Vectrus equity securities. These temporary restrictions are mandated by the Act due to the upcoming blackout periods impacting the plans listed below (collectively, the “Plans”) of Exelis Inc., the former parent of Vectrus:

Plan Administered by Xerox (The Benefits Center)

•Exelis Salaried Investment and Savings Plan

Plans Administered by JP Morgan

•Exelis Communications Solutions Savings Plan for Hourly Employees

•Exelis Information Systems Professional Benefits Employees’ Savings Plan

•Exelis Night Vision Savings Plan for Hourly Employees

•Exelis Avionics Division and Exelis Communications Solutions Bargaining Unit Savings Plan

•Exelis Information Systems Pacific Missile Range Facility Savings Plan for Hourly Employees

The blackout period applicable to each of the Plans is expected to begin at 4:00 p.m. Eastern Time on December 23, 2014 and end the week of January 12, 2015. If you have any questions about these upcoming blackout periods, including to confirm the actual end date(s) of the blackout periods, you may contact the new Exelis Retirement Savings Plan (“RSP”) Information Line at 1-844-XLS-SAVE (844-957-7283) or TTY 855-685-9523. Customer Service Associates will be available Monday through Friday, 8:00 am to 8:00 pm ET (excluding New York Stock Exchange holidays).

The purpose of the blackout period for each of the Plans is to transition administration of the Plans to a new administrator, Voya Financial ^TM. During the applicable blackout periods,

1

Exhibit 99.1

participants in the Plans will be unable to access their plan accounts, including being unable to direct or diversify investments or obtain loans or distributions.

Because the Plans include a Vectrus common stock fund as an investment option, the Act requires that you be prohibited from directly or indirectly purchasing, exercising, selling, or otherwise transferring equity securities (including options and other derivative securities) of Vectrus during the blackout periods for the Plans if those securities were acquired in connection with your service or employment as a director or executive officer of Vectrus. Transactions covered by this trading prohibition are not limited to those involving your direct ownership, but include any transaction in which you may have a pecuniary interest (e.g., transactions by members of your immediate family who share your household, as well as by certain entities in which you have financial involvement). Although certain transactions are exempt from these prohibitions (such as bona fide gifts, transfers by will or laws of descent and distribution, and sales of stock not acquired in connection with service or employment as a director or officer), those exemptions are limited.If you hold both covered securities and non-covered securities, any sale or other transfer of securities by you during the blackout period will be treated as a transaction involving covered securities, unless you can identify the source of the sold securities and demonstrate that you use the same identification for all related purposes (such as tax reporting and disclosure requirements). Given the applicable rules and the short time period involved, we recommend that you avoid any change in your beneficial ownership of Vectrus equity and derivative securities during the blackout period. The restrictions on trading during the blackout period are in addition to the Vectrus Insider Trading Policy (and associated regularly scheduled blackout periods) that restrict your ability to trade in Vectrus common stock.

The rules are complex and criminal and civil penalties may be imposed upon directors and executive officers who violate the rules. Therefore, please contact Michele Tyler at 719-637-5795 (michele.tyler@vectrus.com) or Kathryn Lamping at 719-637-5724 (kathryn.lamping@vectrus.com), 655 Space Center Drive, Colorado Springs, CO 80915 if you have any questions or if you believe that a transaction in which you have a pecuniary interest may occur during the blackout periods.

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