SEC Info - Hunzeker Kenneth W. - ‘4’ for 9/29/14 re: Vectrus, Inc.

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^*

Hunzeker Kenneth W.

(Last)

(First)

(Middle)

655 SPACE CENTER DRIVE

(Street)

COLORADO SPRINGS

80915

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vectrus, Inc. [ VEC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
9/29/14

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								505 ⁽¹⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾ ⁽³⁾	9/29/14		A		20,287		⁽⁴⁾	⁽⁴⁾	Common Stock	20,287	$0.00	20,287	D
Restricted Stock Units	⁽²⁾ ⁽⁵⁾	9/29/14		A		7,940		⁽⁶⁾	⁽⁶⁾	Common Stock	7,940	$0.00	7,940	D
Restricted Stock Units	⁽²⁾ ⁽⁷⁾	9/29/14		A		11,425		⁽⁸⁾	⁽⁸⁾	Common Stock	11,425	$0.00	11,425	D
Restricted Stock Units	⁽²⁾ ⁽⁹⁾	9/29/14		A		16,250		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	16,250	$0.00	16,250	D
Employee Stock Option (Right to Buy)	$15.4859	9/29/14		A		2,880		⁽¹¹⁾	4/18/21	Common Stock	2,880	$0.00	2,880	D
Employee Stock Option (Right to Buy)	$12.9393	9/29/14		A		38,566		⁽¹²⁾	11/7/21	Common Stock	38,566	$0.00	38,566	D
Employee Stock Options (Right to Buy)	$13.2229	9/29/14		A		20,148		⁽¹³⁾	3/6/22	Common Stock	20,148	$0.00	20,148	D
Employee Stock Options (Right to Buy)	$13.1284	9/29/14		A		58,463		⁽¹⁴⁾	3/8/23	Common Stock	58,463	$0.00	58,463	D
Employee Stock Options (Right to Buy)	$24.6142	9/29/14		A		16,528		⁽¹⁵⁾	3/6/24	Common Stock	16,528	$0.00	16,528	D

Explanation of Responses:

(1) Reflects common stock of Vectrus, Inc. received with respect to shares of common stock of Exelis Inc. held prior to the spin-off of Vectrus, Inc. from Exelis Inc.

(2) Each restricted stock unit ("RSU") represents a contingent right to receive one share of Vectrus, Inc. common stock.

(3) Reflects the conversion of an RSU award previously granted by Exelis Inc. on November 7, 2011, into RSUs of Vectrus, Inc. in connection with the spin-off of Vectrus, Inc. from Exelis Inc.

(4) The RSUs will fully vest on November 7, 2014.

(5) Reflects the conversion of an RSU award previously granted by Exelis Inc. on March 6, 2012, into RSUs of Vectrus, Inc. in connection with the spin-off of Vectrus, Inc. from Exelis Inc.

(6) The RSUs will fully vest on March 6, 2015.

(7) Reflects the conversion of an RSU award previously granted by Exelis Inc. on March 8, 2013, into RSUs of Vectrus, Inc. in connection with the spin-off of Vectrus, Inc. from Exelis Inc.

(8) The RSUs will fully vest on March 8, 2016.

(9) Reflects the conversion of an RSU award previously granted by Exelis Inc. on March 6, 2014, into RSUs of Vectrus, Inc. in connection with the spin-off of Vectrus, Inc. from Exelis Inc.

(10) The RSUs vest in three equal annual installments beginning March 6, 2015.

(11) The awarded options fully vested on April 18, 2014 and are exercisable.

(12) The awarded options will vest fully on November 7, 2014.

(13) The awarded options vest in three equal annual installments beginning March 6, 2013.

(14) The awarded options vest in three equal annual installments beginning March 8, 2014.

(15) The awarded options vest in three equal annual installments beginning March 6, 2015.

Remarks:

Securities reported herein as having been acquired were equity awards previously granted by Exelis Inc. converted into equity awards of Vectrus, Inc. in connection with the spin-off Vectrus, Inc. from Exelis Inc.

	/s/ Kathryn Lamping, Attorney-in-Fact	10/1/14
	** 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.

____________ Transaction Code:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).

Hunzeker Kenneth W. – ‘4’ for 9/29/14 re: Vectrus, Inc.

On: Wednesday, 10/1/14, at 9:59pm ET · For: 9/29/14 · As: Director and Officer · Accession #: 1209191-14-60785 · File #: 1-36341

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Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

‘4’ — Form 4 Submission — doc4.xml/3.6