SEC Filing | Kratos Defense & Security Solutions, Inc

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Oak Investment Partners XIII, Limited Partnership

(Last)

(First)

(Middle)

ONE GORHAM ISLAND

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/14/2012

3. Issuer Name and Ticker or Trading Symbol
KRATOS DEFENSE & SECURITY SOLUTIONS, INC. [ KTOS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON STOCK	11,000,000⁽¹⁾	D
COMMON STOCK	267,786⁽²⁾	D
COMMON STOCK	2,853⁽³⁾	D
COMMON STOCK	6,427⁽⁴⁾	D
COMMON STOCK	539,618⁽⁵⁾	D
COMMON STOCK	8,661⁽⁶⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	01/01/2013	COMMON STOCK	2,000⁽⁸⁾	60.1	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	01/02/2014	COMMON STOCK	2,000⁽⁸⁾	148.6	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	01/03/2015	COMMON STOCK	2,000⁽⁸⁾	94.4	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	08/17/2015	COMMON STOCK	475⁽⁸⁾	49.5	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	09/07/2015	COMMON STOCK	105⁽⁸⁾	57	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	11/16/2015	COMMON STOCK	99⁽⁸⁾	55.5	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	01/03/2016	COMMON STOCK	2,000⁽⁸⁾	51	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	03/22/2016	COMMON STOCK	451⁽⁸⁾	38.8	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	05/17/2016	COMMON STOCK	230⁽⁸⁾	36.9	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	09/06/2016	COMMON STOCK	155⁽⁸⁾	22.5	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	11/17/2016	COMMON STOCK	589⁽⁸⁾	22.9	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	02/28/2017	COMMON STOCK	592⁽⁸⁾	21.1	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	05/16/2017	COMMON STOCK	255⁽⁸⁾	13.7	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	09/04/2017	COMMON STOCK	383⁽⁸⁾	27.4	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	11/14/2017	COMMON STOCK	239⁽⁸⁾	23	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	02/27/2018	COMMON STOCK	514⁽⁸⁾	20.4	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	05/20/2018	COMMON STOCK	305⁽⁸⁾	18	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	09/17/2018	COMMON STOCK	294⁽⁸⁾	18.7	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	11/05/2018	COMMON STOCK	517⁽⁸⁾	14.5	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	03/06/2019	COMMON STOCK	1,591⁽⁸⁾	6.6	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	06/04/2019	COMMON STOCK	1,180⁽⁸⁾	7.2	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	09/17/2019	COMMON STOCK	763⁽⁸⁾	8.52	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	11/10/2019	COMMON STOCK	1,042⁽⁸⁾	10.08	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	02/25/2020	COMMON STOCK	585⁽⁸⁾	12.84	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	05/11/2020	COMMON STOCK	683⁽⁸⁾	12.46	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	09/20/2010	COMMON STOCK	1,094⁽⁸⁾	10.97	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	11/18/2020	COMMON STOCK	996⁽⁸⁾	10.55	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	03/10/2021	COMMON STOCK	1,188⁽⁸⁾	13.89	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾	⁽⁹⁾	05/27/2021	COMMON STOCK	1,000⁽⁸⁾	12	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾
DIRECTOR OPTION (RIGHT TO BUY)⁽⁷⁾⁽¹⁰⁾	⁽⁹⁾	09/15/2021	COMMON STOCK	1,412⁽⁸⁾	8.5	I⁽⁷⁾⁽⁸⁾	SEE FOOTNOTES⁽⁷⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

Oak Investment Partners XIII, Limited Partnership

(Last)

(First)

(Middle)

ONE GORHAM ISLAND

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OAK INVESTMENT PARTNERS IX L P

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OAK IX AFFILIATES FUND LP

(Last)

(First)

(Middle)

ONE GORHAM ISLAND

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OAK IX AFFILIATES FUND A LP

(Last)

(First)

(Middle)

ONE GORHAM ISLAND

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OAK INVESTMENT PARTNERS X LTD PARTNERSHIP

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OAK X AFFILIATES FUND LP

(Last)

(First)

(Middle)

ONE GORHAM ISLAND

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents shares directly owned by Oak Investment Partners XIII, Limited Partnership ("Oak XIII"). These shares were purchased pursuant to a public offering of the Issuer that closed on May 14, 2012.

2. Represents shares directly owned by Oak Investment Partners IX, Limited Partnership ("Oak IX").

3. Represents shares directly owned by Oak IX Affiliates Fund, Limited Partnership ("Oak IX Affiliates").

4. Represents shares directly owned by Oak IX Affiliates Fund-A, Limited Partnership ("Oak IX Affiliates-A").

5. Represents shares directly owned by Oak Investment Partners X, Limited Partnership ("Oak X").

6. Represents shares directly owned by Oak X Affiliates Fund, Limited Partnership ("Oak X Affiliates" and together with Oak XIII, Oak IX, Oak IX Affiliates, Oak IX Affiliates-A, and Oak X, the "Oak Funds").

7. Represents options received in lieu of cash fees from Bandel Carano's service on the Issuer's Board of Directors. Mr. Carano is a Managing Member of (i) Oak Associates XIII, LLC, the General Partner of Oak XIII, (ii) Oak Associates IX, LLC, the General Partner of Oak IX, (iii) Oak IX Affiliates, LLC, the General Partner of each of Oak IX Affiliates and Oak IX Affiliates-A, (iv) Oak Associates X, LLC, the General Partner of Oak X, and (v) Oak X Affiliates, LLC, the General Partner of Oak X Affiliates.

8. Mr. Carano has Director Options exercisable for a total of 28,930 shares of Common Stock, 28,470 shares of which are held by Mr. Carano on behalf of Oak X and 460 shares of which are held by Mr. Carano on behalf of Oak X Affiliates. Approximately 98.4% of each option grant is held by Mr. Carano on behalf of Oak X and approximately 1.6% of each such option grant is held by Mr. Carano on behalf of Oak X Affiliates.

9. All options are immediately exercisable.

10. Reporting Person has two additional Director Options to report but the maximum number of rows/entries for Table II on the electronic Form 4 have been exceeded. The two additional Director Options to be reported are as follows: (1) Director Option (Right to Buy) (footnote 7), Date Exercisable: footnote 9, Expiration Date: 11/14/2021, Title: Common Stock, Amount or Number of Shares: 2,254 (footnote 8), Conversion or Exercise Price: 5.77, Ownership: Indirect (footnotes 7 and 8), Nature of Director Beneficial Ownership: See Footnotes 7 and 8; and (2) Director Option (Right to Buy) (footnote 7), Date Exercisable: footnote 9, Expiration Date: 3/15/2022, Title: Common Stock, Amount or Number of Shares: 1,939(footnote 8), Conversion or Exercise Price: 6.19, Ownership: Indirect (footnotes 7 and 8), Nature of Director Beneficial Ownership: See Footnotes 7 and 8.

Remarks:

Oak IX, Oak IX Affiliates, Oak IX Affiliates-A, Oak X and Oak X Affiliates, and their respective General Partners, are filing this report because they may be deemed to be included in a "group" with Oak XIII and its General Partner, which are a Reporting Person with respect to the Issuer. Henceforth, any future changes in the beneficial ownership of the Issuer held by Oak IX, Oak IX Affiliates, Oak IX Affiliates-A, Oak X and Oak X Affiliates may be reported in joint filings with Oak XIII. Each of the foregoing entities disclaims beneficial ownership of any securities (except to the extent of its pecuniary interest in such securities) other than any securities reported herein as being directly owned by such entity, and this report shall not be deemed an admission that such entity is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose. Bandel Carano is a Director of the Issuer as well as the Managing Member of the General Partners of the Oak Funds as disclosed in footnote 7 above. Mr. Carano is concurrently filing a Form 4 to report his beneficial interests in the holdings of the Oak Funds and their General Partners. The Oak Funds and Mr. Carano reserve the right to consolidate the filings of the Oak Funds and Mr. Carano in the future.

	/s/ Bandel L. Carano, as managing member of Oak Associates XIII, LLC, the General Partner of Oak Investment Partners XIII, Limited Partnership	05/14/2012
	/s/ Bandel L. Carano, as managing member of Oak Associates XIII, LLC	05/14/2012
	/s/ Bandel L. Carano, as managing member of Oak Associates IX, LLC, the General Partner of Oak Investment Partners IX, Limited Partnership	05/14/2012
	/s/ Bandel L. Carano, as managing member of Oak Associates IX, LLC	05/14/2012
	/s/ Bandel L. Carano, as managing member of Oak IX Affiliates, LLC, the General Partner of Oak IX Affiliates Fund, Limited Partnership	05/14/2012
	/s/ Bandel L. Carano, as managing member of Oak IX Affiliates, LLC, the General Partner of Oak IX Affiliates Fund-A, Limited Partnership	05/14/2012
	/s/ Bandel L. Carano, as managing member of Oak IX Affiliates, LLC	05/14/2012
	/s/ Bandel L. Carano, as managing member of Oak Associates X, LLC, the General Partner of Oak Investment Partners X, Limited Partnership	05/14/2012
	/s/ Bandel L. Carano, as managing member of Oak Associates X, LLC	05/14/2012
	/s/ Bandel L. Carano, as managing member of Oak X Affiliates, LLC, the General Partner of Oak X Affiliates Fund, Limited Partnership and as managing member of Oak X Affiliates, LLC	05/14/2012
	** 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 5 (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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