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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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OMB APPROVAL
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| Hunzeker Kenneth W. |
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2. Issuer Name and Ticker or Trading Symbol
Vectrus, Inc. [VEC]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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CEO and President
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655 SPACE CENTER DRIVE |
3. Date of Earliest Transaction (Month/Day/Year)
09/29/2014 |
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COLORADO SPRINGS, CO 80915 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock |
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| 505 (1) | D |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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| Restricted Stock Units | (2) (3) | 09/29/2014 |
| A |
| 20,287 |
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(4) |
(4) | Common Stock | 20,287 |
$
0
| 20,287 | D |
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| Restricted Stock Units | (2) (5) | 09/29/2014 |
| A |
| 7,940 |
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(6) |
(6) | Common Stock | 7,940 |
$
0
| 7,940 | D |
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| Restricted Stock Units | (2) (7) | 09/29/2014 |
| A |
| 11,425 |
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(8) |
(8) | Common Stock | 11,425 |
$
0
| 11,425 | D |
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| Restricted Stock Units | (2) (9) | 09/29/2014 |
| A |
| 16,250 |
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(10) |
(10) | Common Stock | 16,250 |
$
0
| 16,250 | D |
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| Employee Stock Option (Right to Buy) |
$15.4859 | 09/29/2014 |
| A |
| 2,880 |
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(11) | 04/18/2021 | Common Stock | 2,880 |
$
0
| 2,880 | D |
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| Employee Stock Option (Right to Buy) |
$12.9393 | 09/29/2014 |
| A |
| 38,566 |
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(12) | 11/07/2021 | Common Stock | 38,566 |
$
0
| 38,566 | D |
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| Employee Stock Options (Right to Buy) |
$13.2229 | 09/29/2014 |
| A |
| 20,148 |
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(13) | 03/06/2022 | Common Stock | 20,148 |
$
0
| 20,148 | D |
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| Employee Stock Options (Right to Buy) |
$13.1284 | 09/29/2014 |
| A |
| 58,463 |
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(14) | 03/08/2023 | Common Stock | 58,463 |
$
0
| 58,463 | D |
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| Employee Stock Options (Right to Buy) |
$24.6142 | 09/29/2014 |
| A |
| 16,528 |
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(15) | 03/06/2024 | Common Stock | 16,528 |
$
0
| 16,528 | D |
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Hunzeker Kenneth W.
655 SPACE CENTER DRIVE
COLORADO SPRINGS, CO 80915 |
X
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CEO and President |
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Signatures
| /s/ Kathryn Lamping, Attorney-in-Fact | |
10/01/2014 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (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. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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