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*
MILLS THOMAS E IV

(Last) (First) (Middle)
4820 EASTGATE MALL
SUITE 200

(Street)
SAN DIEGO CA 92121

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/05/2013
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 10% Owner
X Officer (give title below) Other (specify below)
Modular Systems Div. President
5. 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 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 16,768(1) D
Common Stock 8,000(2) D
Common Stock 10,000(3) D
Common Stock 5,000(4) 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Includes 1,141 shares held in Issuer's 401(k) Plan and 5,666 shares purchased through Issuer's Employee Stock Purchase Plan.
2. The reporting person was granted 20,000 Restricted Stock Units (RSUs) on May 19, 2010, which vest 20% annually beginning May 10, 2011, unless earlier vested or forfeited pursuant to the terms of the RSU agreement. 8,000 RSUs rperesents the remaining unvested units. Each RSU represents a contingent right to receive one share of Issuer's common stock.
3. The reporting person was granted 12,500 RSUs on January 3, 2011, 6,250 of which vest 20% annually beginning January 3, 2012 and 6,250 of which vest 100% on January 3, 2016, unless earlier vested or forfeited pursuant to the terms of the RSU agreement. 10,000 RSUs represents the remaining unvested units. Each RSU represents a contingent right to receive one share of Issuer's common stock.
4. The reporting person was granted 5,000 RSUs on January 3, 2012, which vest 100% on January 3, 2017, unless earlier vested or forfeited pursuant to the terms of the RSU agreement. Each RSU represents a contingent right to receive one share of Issuer's common stock.
Thomas E. Mills, by Eva Yee, Attorney-In-Fact 08/12/2013
** 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).
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 5th day of August, 2013.

				Signature: /s/ Thomas E. Mills

				Name: Thomas E. Mills




County of York
State of Pennsylvania

/s/ Ellen L. Waltemire

COMMONWEALTH OF PENNSYLVANIA
Notarial SEal
Ellen L. Waltemire, Notary Public
York Twp., York County
My Commission Expires Nov. 14, 2015
MEMBER, PENNSYLVANIA ASSOCIATION OF NOTARIES