SEC Info - Rosen Eric J - ‘4’ for 10/22/08 re: DRS Technologies 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^*

ROSEN ERIC J

(Last)

(First)

(Middle)

DRS TECHNOLOGIES, INC.

5 SYLVAN WAY

(Street)

PARSIPPANY

07054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DRS TECHNOLOGIES INC [ DRS ]

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)
10/22/08

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	10/22/08		D		5,000	D	$81 ⁽¹⁾	0	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)
Stock Option (Right to Buy)	$9.125	10/22/08		D			2,500	⁽²⁾	8/4/09	Common Stock	2,500	$71.88	0	D
Stock Option (Right to Buy)	$11.4375	10/22/08		D			2,500	⁽³⁾	8/8/10	Common Stock	2,500	$69.56	0	D
Stock Option (Right to Buy)	$21.8	10/22/08		D			2,500	⁽⁴⁾	8/7/11	Common Stock	2,500	$59.2	0	D
Stock Option (Right to Buy)	$38.8	10/22/08		D			2,500	⁽⁵⁾	8/7/12	Common Stock	2,500	$42.2	0	D
Stock Option (Right to Buy)	$26.51	10/22/08		D			2,500	⁽⁶⁾	8/5/13	Common Stock	2,500	$54.49	0	D
Stock Option (Right to Buy)	$36.18	10/22/08		D			2,500	⁽⁷⁾	8/4/14	Common Stock	2,500	$44.82	0	D
Stock Option (Right to Buy)	$53.56	10/22/08		D			2,500	⁽⁸⁾	8/3/15	Common Stock	2,500	$27.44	0	D
Stock Option (Right to Buy)	$46.8	10/22/08		D			2,500	⁽⁹⁾	8/2/16	Common Stock	2,500	$34.2	0	D
Stock Option (Right to Buy)	$48.03	10/22/08		D			2,500	⁽¹⁰⁾	8/8/17	Common Stock	2,500	$32.97	0	D

Explanation of Responses:

(1) Disposed of pursuant to merger agreement among Issuer, Finmeccanica S.p.A. and Dragon Merger Sub for the merger consideration of $81.00 per share.

(2) Pursuant to the merger agreement, option to buy granted on August 5, 1999 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.

(3) Pursuant to the merger agreement, option to buy granted on August 9, 2000 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.

(4) Pursuant to the merger agreement, option to buy granted on August 8, 2001 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.

(5) Pursuant to the merger agreement, option to buy granted on August 8, 2002 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.

(6) Pursuant to the merger agreement, option to buy granted on August 6, 2003 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.

(7) Pursuant to the merger agreement, option to buy granted on August 5, 2004 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.

(8) Pursuant to the merger agreement, option to buy granted on August 4, 2005 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.

(9) Pursuant to the merger agreement, option to buy granted on August 3, 2006 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.

(10) Pursuant to the merger agreement, option to buy granted on August 9, 2007 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.

Remarks:

	Eric J. Rosen	12/9/08
	** 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:
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

Rosen Eric J – ‘4’ for 10/22/08 re: DRS Technologies Inc.

On: Monday, 12/15/08, at 10:11am ET · For: 10/22/08 · As: Director · Accession #: 1387311-8-88 · File #: 1-08533

Previous ‘4’: ‘4’ on 7/21/08 for 7/18/08 · Latest ‘4’: This Filing

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

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Rosen Eric J – ‘4’ for 10/22/08 re: DRS Technologies Inc.

On: Monday, 12/15/08, at 10:11am ET · For: 10/22/08 · As: Director · Accession #: 1387311-8-88 · File #: 1-08533

Previous ‘4’: ‘4’ on 7/21/08 for 7/18/08 · Latest ‘4’: This Filing

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

This ‘4’ Document is an XML Data File that may be rendered in various formats:

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