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^*
HOGLUND WILLIAM A

(Last) | (First) | (Middle)
4820 EASTGATE MALL

(Street) 
SAN DIEGO | CA | 92121

(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) 
X | Director | | 10% Owner
| Officer (give title below) | | Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2012

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)
| | | Code | V | Amount | (A) or (D) | Price | | |

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)
| | | | Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | | | |
Restricted Stock Units | ^(1) | 01/03/2012 | | A | | 4,000 | | ^(2) | 01/03/2022 | Common Stock | 4,000 | $0 | 12,000 | D |
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
2. The restricted stock units vest 100% on the five year anniversary of the date of grant, subject to the reporting person continuing to provide service as a Director to the Issuer on the vesting date. Vested shares will be delivered to the reporting person on the first date which is administratively practicable for the distribution of the vested shares after termination of service with the Issuer.
| William A. Hoglund, by Eva Yee, Attorney-In-Fact | 01/04/2012
| ** 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.
POWER OF ATTORNEY
For Section 16(a) of the Securities Exchange Act of 1934, as
amended, Filings

Know all by these presents that the undersigned hereby
constitutes and appoints Eva Yee, the undersigned's true and
lawful attorney-in-fact to:

1)      Do and perform all acts for and on behalf the undersigned
which may be necessary or desirable to apply for and
obtain and maintain EDGAR Access Codes to be used on
behalf of the undersigned for Electronic Filing of all
Section 16(a) of the Securities Exchange Act of 1934, as
amended, (the "Exchange Act") filings;
2)      Execute for and on behalf of the undersigned, in the
undersigned's capacity as a Section 16(a) Reporting
Officer of Kratos Defense & Security Solutions, Inc. (the
"Company"), Forms 3, 4, and 5 in accordance with Section
16(a) of the Exchange Act and the rules thereunder;
3)      Do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to
complete the execution of any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto,
and timely file such form with the United States
Securities and Exchange Commission and any other
authority; and
4)      Take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of
such attorney-in-fact, may be of benefit to, or in the
best interest of, or legally required by, the
undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be
in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-
fact's discretion.

        The undersigned hereby grants to such attorney-in-fact,
full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary and proper to be done in
the exercise of any of the rights and powers herein granted, as
fully to all intents and purposes the undersigned might or could
do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorney-in-fact,
in serving in such capacity at the request of the undersigned, is
not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the
Exchange Act.

        This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms
3, 4, and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 10th day of November, 2009.

                                Signature: /s/ William A. Hoglund
                                Name:  William A. Hoglund

State of California             )
County of San Diego             )

On 10 November 2009 before me,
Sabrena Maristela, Notary Public, personally
appeared
      (name and title of the
officer)
William Allen Hoglund, who proved
to me on the basis of satisfactory evidence to be the person
whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in
his authorized capacity, and that by his
signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of
California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

/s/ Sabrena W. Maristela        Notary Public Seal
Signature of Notary Public      Graphic of Notary Public Seal
                                Sabrena W. Maristela
                                Commission # 1650891
                                Notary PUblic - California
                                San Diego County
                                My Comm. Expires Mar 11, 2010