Schedule 13D/A

Filed by: OAK MANAGEMENT CORP
Total Shares: 1,396,239
Subject Company: Kratos Defense & Security Solutions Inc - View Complete Ownership History Backtest
Filed as of Date: 08/06/2019
Event Date: 08/05/2019
Overall % Ownership: 1.31
Theoretical performance if you bought this security on the day the filing was released.
Perf 1d Perf 5d Perf 1m Perf 6m Perf 1y Max Gain # Days to Max Gain Max Loss # Days to Max Loss
-1.3946 -7.8512 8.7293 -1.4463 -0.0517 11.312 29 -47.314 158

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
Oak Investment Partners IX, Limited Partnership 2,678 0 2,678 0 2,678 0.01%
Oak Associates IX, LLC 0 2,678 0 2,678 2,678 0.01%
Oak IX Affiliates Fund – A, Limited Partnership 64 0 64 0 64 0.01%
Oak IX Affiliates Fund, Limited Partnership 0 0 0 0 0 0.01%
Oak IX Affiliates, LLC 0 93 0 93 93 0.01%
Oak Investment Partners X, Limited Partnership 305,147 0 305,147 0 305,147 0.29%
Oak Associates X, LLC 0 305,147 0 305,147 305,147 0.29%
Oak X Affiliates Fund, Limited Partnership 575 0 575 0 575 0.01%
Oak X Affiliates, LLC 0 575 0 575 575 0.01%
Oak Investment Partners XIII, Limited Partnership 471,648 0 471,648 0 471,648 0.44%
Oak Associates XIII, LLC 0 471,648 0 471,648 471,648 0.44%
Oak Management Corporation 0 780,141 0 780,141 780,141 0.73%
Bandel L Carano 616,098 780,141 616,098 780,141 1,396,239 1.31%
Edward F Glassmeyer 3,459 780,141 3,459 780,141 783,600 0.74%
Frederic W Harman 1,599 780,141 1,599 780,141 781,740 0.74%
Ann H Lamont 3,701 780,141 3,701 780,141 783,842 0.74%
View Original Filing on Edgar's

Raw Filing Contents

0000902664-19-003231.txt : 20190806
0000902664-19-003231.hdr.sgml : 20190806
20190806163023
ACCESSION NUMBER:		0000902664-19-003231
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20190806
DATE AS OF CHANGE:		20190806

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KRATOS DEFENSE & SECURITY SOLUTIONS, INC.
		CENTRAL INDEX KEY:			0001069258
		STANDARD INDUSTRIAL CLASSIFICATION:	GUIDED MISSILES & SPACE VEHICLES & PARTS [3760]
		IRS NUMBER:				133818604
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1229

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-58149
		FILM NUMBER:		191002487

	BUSINESS ADDRESS:	
		STREET 1:		10680 TREENA STREET
		STREET 2:		SUITE 600
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92131
		BUSINESS PHONE:		858-812-7300

	MAIL ADDRESS:	
		STREET 1:		10680 TREENA STREET
		STREET 2:		SUITE 600
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92131

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WIRELESS FACILITIES INC
		DATE OF NAME CHANGE:	19990817

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			OAK MANAGEMENT CORP
		CENTRAL INDEX KEY:			0001030818
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		901 MAIN AVENUE, SUITE 600
		CITY:			NORWALK
		STATE:			CT
		ZIP:			06851
		BUSINESS PHONE:		2032268346

	MAIL ADDRESS:	
		STREET 1:		901 MAIN AVENUE, SUITE 600
		CITY:			NORWALK
		STATE:			CT
		ZIP:			06851
SC 13D/A 1 p19-1675sc13da.htm KRATOS DEFENSE AND SECURITY SOLUTIONS, INC.

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 

Kratos Defense and Security Solutions, Inc.

(Name of Issuer)
 

Common Stock, par value $0.001 per share

(Title of Class of Securities)
 

50077B207

(CUSIP Number)
 
 

Bandel L. Carano
Oak Management Corporation
901 Main Avenue, Suite 600
Norwalk, Connecticut 06851
(203) 226-8346

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

August 5, 2019

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 22 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 50077B207

SCHEDULE 13D/A

Page 2 of 22 Pages

 

1

NAME OF REPORTING PERSON

Oak Investment Partners IX, Limited Partnership

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

2,678 shares of Common Stock

8

SHARED VOTING POWER

Not applicable

9

SOLE DISPOSITIVE POWER

2,678 shares of Common Stock

10

SHARED DISPOSITIVE POWER

Not applicable

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,678 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 0.01%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 

CUSIP No. 50077B207

SCHEDULE 13D/A

Page 3 of 22 Pages

 

1

NAME OF REPORTING PERSON

Oak Associates IX, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

Not applicable

8

SHARED VOTING POWER

2,678 shares of Common Stock

9

SOLE DISPOSITIVE POWER

Not applicable

10

SHARED DISPOSITIVE POWER

2,678 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,678 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 0.01%

14

TYPE OF REPORTING PERSON

OO-LLC

         

 

 

CUSIP No. 50077B207

SCHEDULE 13D/A

Page 4 of 22 Pages

 

1

NAME OF REPORTING PERSON

Oak IX Affiliates Fund – A, Limited Partnership

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

64 shares of Common Stock

8

SHARED VOTING POWER

Not applicable

9

SOLE DISPOSITIVE POWER

64 shares of Common Stock

10

SHARED DISPOSITIVE POWER

Not applicable

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

64 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 0.01%

14

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 50077B207

SCHEDULE 13D/A

Page 5 of 22 Pages

 

1

NAME OF REPORTING PERSON

Oak IX Affiliates Fund, Limited Partnership

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

29 shares of Common Stock

8

SHARED VOTING POWER

Not applicable

9

SOLE DISPOSITIVE POWER

29 shares of Common Stock

10

SHARED DISPOSITIVE POWER

Not applicable

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

29 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 0.01%

14

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 50077B207

SCHEDULE 13D/A

Page 6 of 22 Pages

 

1

NAME OF REPORTING PERSON

Oak IX Affiliates, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

Not applicable

8

SHARED VOTING POWER

93 shares of Common Stock

9

SOLE DISPOSITIVE POWER

Not applicable

10

SHARED DISPOSITIVE POWER

93 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

93 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 0.01%

14

TYPE OF REPORTING PERSON

OO-LLC

         

 

 

CUSIP No. 50077B207

SCHEDULE 13D/A

Page 7 of 22 Pages

 

1

NAME OF REPORTING PERSON

Oak Investment Partners X, Limited Partnership

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

305,147 shares of Common Stock (including 19,430 shares of Common Stock issuable upon exercise of director stock option grants)

8

SHARED VOTING POWER

Not applicable

9

SOLE DISPOSITIVE POWER

305,147 shares of Common Stock (including 19,430 shares of Common Stock issuable upon exercise of director stock option grants)

10

SHARED DISPOSITIVE POWER

Not applicable

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

305,147 shares of Common Stock (including 19,430 shares of Common Stock issuable upon exercise of director stock option grants)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.29%

14

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 50077B207

SCHEDULE 13D/A

Page 8 of 22 Pages

 

1

NAME OF REPORTING PERSON

Oak Associates X, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

Not applicable

8

SHARED VOTING POWER

305,147 shares of Common Stock (including 19,430 shares of Common Stock issuable upon exercise of director stock option grants)

9

SOLE DISPOSITIVE POWER

Not applicable

10

SHARED DISPOSITIVE POWER

305,147 shares of Common Stock (including 19,430 shares of Common Stock issuable upon exercise of director stock option grants)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

305,147 shares of Common Stock (including 19,430 shares of Common Stock issuable upon exercise of director stock option grants)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.29%

14

TYPE OF REPORTING PERSON

OO-LLC

         

 

 

CUSIP No. 50077B207

SCHEDULE 13D/A

Page 9 of 22 Pages

 

1

NAME OF REPORTING PERSON

Oak X Affiliates Fund, Limited Partnership

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

575 shares of Common Stock (including 313 shares of Common Stock issuable upon exercise of director stock option grants)

8

SHARED VOTING POWER

Not applicable

9

SOLE DISPOSITIVE POWER

575 shares of Common Stock (including 313 shares of Common Stock issuable upon exercise of director stock option grants)

10

SHARED DISPOSITIVE POWER

Not applicable

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

575 shares of Common Stock (including 313 shares of Common Stock issuable upon exercise of director stock option grants)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 0.01%

14

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 50077B207

SCHEDULE 13D/A

Page 10 of 22 Pages

 

1

NAME OF REPORTING PERSON

Oak X Affiliates, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

Not applicable

8

SHARED VOTING POWER

575 shares of Common Stock (including 313 shares of Common Stock issuable upon exercise of director stock option grants)

9

SOLE DISPOSITIVE POWER

Not applicable

10

SHARED DISPOSITIVE POWER

575 shares of Common Stock (including 313 shares of Common Stock issuable upon exercise of director stock option grants)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

575 shares of Common Stock (including 313 shares of Common Stock issuable upon exercise of director stock option grants)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 0.01%

14

TYPE OF REPORTING PERSON

OO-LLC

         

 

 

CUSIP No. 50077B207

SCHEDULE 13D/A

Page 11 of 22 Pages

 

1

NAME OF REPORTING PERSON

Oak Investment Partners XIII, Limited Partnership

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

471,648 shares of Common Stock (including 61,308 shares of Common Stock issuable upon exercise of director stock option grants)

8

SHARED VOTING POWER

Not applicable

9

SOLE DISPOSITIVE POWER

471,648 shares of Common Stock (including 61,308 shares of Common Stock issuable upon exercise of director stock option grants)

10

SHARED DISPOSITIVE POWER

Not applicable

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

471,648 shares of Common Stock (including 61,308 shares of Common Stock issuable upon exercise of director stock option grants)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.44%

14

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 50077B207

SCHEDULE 13D/A

Page 12 of 22 Pages

 

1

NAME OF REPORTING PERSON

Oak Associates XIII, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

Not applicable

8

SHARED VOTING POWER

471,648 shares of Common Stock (including 61,308 shares of Common Stock issuable upon exercise of director stock option grants)

9

SOLE DISPOSITIVE POWER

Not applicable

10

SHARED DISPOSITIVE POWER

471,648 shares of Common Stock (including 61,308 shares of Common Stock issuable upon exercise of director stock option grants)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

471,648 shares of Common Stock (including 61,308 shares of Common Stock issuable upon exercise of director stock option grants)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.44%

14

TYPE OF REPORTING PERSON

OO-LLC

         

 

 

CUSIP No. 50077B207

SCHEDULE 13D/A

Page 13 of 22 Pages

 

1

NAME OF REPORTING PERSON

Oak Management Corporation

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

Not applicable

8

SHARED VOTING POWER

780,141 shares of Common Stock (including 81,051 shares of Common Stock issuable upon exercise of director stock option grants)

9

SOLE DISPOSITIVE POWER

Not applicable

10

SHARED DISPOSITIVE POWER

780,141 shares of Common Stock (including 81,051 shares of Common Stock issuable upon exercise of director stock option grants)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

780,141 shares of Common Stock (including 81,051 shares of Common Stock issuable upon exercise of director stock option grants)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.73%

14

TYPE OF REPORTING PERSON

CO

         

 

 

CUSIP No. 50077B207

SCHEDULE 13D/A

Page 14 of 22 Pages

 

1

NAME OF REPORTING PERSON

Bandel L. Carano

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

616,098 shares of Common Stock

8

SHARED VOTING POWER

780,141 shares of Common Stock (including 81,051 shares of Common Stock issuable upon exercise of director stock option grants)

9

SOLE DISPOSITIVE POWER

616,098 Shares of Common Stock

10

SHARED DISPOSITIVE POWER

780,141 shares of Common Stock (including 81,051 shares of Common Stock issuable upon exercise of director stock option grants)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,396,239 shares of Common Stock (including 81,051 shares of Common Stock issuable upon exercise of director stock option grants)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.31%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 50077B207

SCHEDULE 13D/A

Page 15 of 22 Pages

 

1

NAME OF REPORTING PERSON

Edward F. Glassmeyer

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

3,459 shares of Common Stock

8

SHARED VOTING POWER

780,141 shares of Common Stock (including 81,051 shares of Common Stock issuable upon exercise of director stock option grants)

9

SOLE DISPOSITIVE POWER

3,459 shares of Common Stock

10

SHARED DISPOSITIVE POWER

780,141 shares of Common Stock (including 81,051 shares of Common Stock issuable upon exercise of director stock option grants)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

783,600 shares of Common Stock (including 81,051 shares of Common Stock issuable upon exercise of director stock option grants)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.74%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 50077B207

SCHEDULE 13D/A

Page 16 of 22 Pages

 

1

NAME OF REPORTING PERSON

Frederic W. Harman

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

1,599 shares of Common Stock

8

SHARED VOTING POWER

780,141 shares of Common Stock (including 81,051 shares of Common Stock issuable upon exercise of director stock option grants)

9

SOLE DISPOSITIVE POWER

1,599 shares of Common Stock

10

SHARED DISPOSITIVE POWER

780,141 shares of Common Stock (including 81,051 shares of Common Stock issuable upon exercise of director stock option grants)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

781,740 shares of Common Stock (including 81,051 shares of Common Stock issuable upon exercise of director stock option grants)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.74%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 50077B207

SCHEDULE 13D/A

Page 17 of 22 Pages

 

1

NAME OF REPORTING PERSON

Ann H. Lamont

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

3,701 shares of Common Stock

8

SHARED VOTING POWER

780,141 shares of Common Stock (including 81,051 shares of Common Stock issuable upon exercise of director stock option grants)

9

SOLE DISPOSITIVE POWER

3,701 shares of Common Stock

10

SHARED DISPOSITIVE POWER

780,141 shares of Common Stock (including 81,051 shares of Common Stock issuable upon exercise of director stock option grants)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

783,842 shares of Common Stock (including 81,051 shares of Common Stock issuable upon exercise of director stock option grants)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.74%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 50077B207

SCHEDULE 13D/A

Page 18 of 22 Pages

 

This Amendment No. 2 to Schedule 13D ("Amendment No. 2") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission ("SEC") by the Reporting Persons on May 18, 2012 ("Original Schedule 13D"), as amended by Amendment No. 1 filed with the SEC on March 11, 2016 ("Amendment No. 1", and together with Amendment No. 1 and this Amendment No. 2, the "Schedule 13D"), relating to the Common Stock, par value $0.001 per share (the "Common Stock") of Kratos Defense and Security Solutions, Inc., a Delaware corporation ("Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. This Amendment No. 2 amends Items 5 and 7 as set forth below. This is the final amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Persons.

 

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
 

Item 5 of the Schedule 13D is hereby amended and restated as follows:

 

(a) and (b) The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons is based upon 106,104,642 shares of Common Stock outstanding as of July 26, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019 (as filed with the SEC on July 31, 2019).

   
  Oak Associates IX GP is the general partner of Oak IX.  Oak IX Affiliates GP is the general partner of each of Oak IX Affiliates and Oak IX Affiliates-A.  Oak Associates X GP is the general partner of Oak X.  Oak X Affiliates GP is the general partner of Oak X Affiliates.  Oak Associates XIII GP is the general partner of Oak XIII.  Oak Management is the manager of Oak IX, Oak IX Affiliates, Oak IX Affiliates-A, Oak X, Oak X Affiliates and Oak XIII.  Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont are the managing members of each of Oak Associates IX GP and Oak IX Affiliates GP, and, as such, may be deemed to possess shared beneficial ownership of any shares of common stock held by Oak IX, Oak IX Affiliates and Oak IX Affiliates-A.  Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont are the managing members of each of Oak Associates X GP and Oak X Affiliates GP, and, as such, may be deemed to possess shared beneficial ownership of any shares of common stock held by Oak X and Oak X Affiliates.  Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman and Ann H. Lamont are the managing members of Oak Associates XIII GP, and, as such, may be deemed to possess shared beneficial ownership of any shares of common stock held by Oak XIII.
   
  Amounts shown as beneficially owned by each of Oak X, Oak Associates X GP, Oak Management, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, and Ann H. Lamont include options to purchase 19,430 shares of Common Stock, which may be deemed to be held by Bandel L. Carano on behalf of Oak X.
   
  Amounts shown as beneficially owned by each of Oak X Affiliates, Oak X Affiliates GP, Oak Management, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, and Ann H. Lamont include options to purchase 313 shares of Common Stock, which may be deemed to be held by Bandel L. Carano on behalf of Oak X Affiliates.
   

 

CUSIP No. 50077B207

SCHEDULE 13D/A

Page 19 of 22 Pages

 

  Amounts shown as beneficially owned by each of Oak XIII, Oak Associates XIII GP, Oak Management, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, and Ann H. Lamont include options to purchase 61,308 shares of Common Stock, which may be deemed to be held by Bandel L. Carano on behalf of Oak X Affiliates.
   
  Amounts shown as beneficially owned by Edward F. Glassmeyer include 1,999 shares of Common Stock held individually by Mr. Glassmeyer and 1,460 shares of Common Stock held by a trust of which members of Mr. Glassmeyer's immediate family are the beneficiaries and the trustee.
   
  Amounts shown as beneficially owned by Fredric W. Harman include an aggregate of 1,599 shares of Common Stock held in trust for the benefit of Mr. Harman's three minor children.  Mr. Harman disclaims beneficial ownership of the shares held in trust for his three minor children.
   
  Amounts shown as beneficially owned by Ann H. Lamont include 3,402 shares of Common Stock individually owned by Ms. Lamont and 299 shares of Common Stock held by The Lamont Children's 1998 Trust for the benefit of Ms. Lamont's minor children.

 

  Please see Items 7, 8, 9, 10, 11, and 13 for each cover sheet for each Reporting Person.

 

 

(c) On August 5, 2019, the Reporting Persons distributed an aggregate of 12,235,117 shares of Common Stock to certain limited partners of Oak IX, Oak IX Affiliates, Oak IX Affiliates-A, Oak X, Oak X Affiliates and Oak XIII, as follows:

- Oak IX – 265,108 shares of Common Stock;

- Oak IX Affiliates – 2,824 shares of Common Stock;

- Oak IX Affiliates-A – 6,363 shares of Common Stock;

- Oak X – 1,345,243 shares of Common Stock;

- Oak X Affiliates – 25,919 shares of Common Stock; and

- Oak XIII – 10,589,660 shares of Common Stock.

Except as set forth herein, none of the Reporting Persons has effected any transaction in the Common Stock during the past 60 days.

   
  (d) Except as set forth in this Item 5, no person other than each respective record owner referred to herein of securities is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.
   
  (e) August 5, 2019.

 

Item 7. EXHIBITS
 

 

Item 7 of the Schedule 13D is hereby amended and supplemented to add the following exhibit:

 

Exhibit 99.1

 

Joint Filing Agreement.

 

     

 

CUSIP No. 50077B207

SCHEDULE 13D/A

Page 20 of 22 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: August 6, 2019

 

Entities:  
   
Oak Investment Partners IX, Limited Partnership  
Oak Associates IX, LLC  
Oak IX Affiliates Fund, Limited Partnership  
Oak IX Affiliates Fund – A, Limited Partnership  
Oak IX Affiliates, LLC  
Oak Investment Partners X, Limited Partnership  
Oak Associates X, LLC  
Oak X Affiliates Fund, Limited Partnership  
Oak X Affiliates, LLC  
Oak Investment Partners XIII, Limited Partnership  
Oak Associates XIII, LLC  
Oak Management Corporation  
   
  By: /s/ Bandel L. Carano
    Bandel L. Carano, as General Partner or Managing Member or as Attorney-in-fact for the above-listed entities
   
Individuals:  
   
Bandel L. Carano  
Edward F. Glassmeyer  
Fredric W. Harman  
Ann H. Lamont  
   
  By: /s/ Bandel L. Carano
    Bandel L. Carano, Individually and as Attorney-in-fact for the above-listed individuals

 

 

 

 

CUSIP No. 50077B207

SCHEDULE 13D/A

Page 21 of 22 Pages

INDEX TO EXHIBITS

 

     
    Page
EXHIBIT 99.1 Joint Filing Agreement. Filed herewith

 

CUSIP No. 50077B207

SCHEDULE 13D/A

Page 22 of 22 Pages

Exhibit 99.1

Agreement of Reporting Persons

Each of the undersigned hereby agrees that the Schedule 13D filed on the date hereof with respect to the shares of Common Stock of Kratos Defense and Security Solutions, Inc. has been filed on behalf of the undersigned.

 

Signature:  
   
  Date:  August 6, 2019  
   
Entities:  
   
Oak Investment Partners IX, Limited Partnership  
Oak Associates IX, LLC  
Oak IX Affiliates Fund, Limited Partnership  
Oak IX Affiliates Fund – A, Limited Partnership  
Oak IX Affiliates, LLC  
Oak Investment Partners X, Limited Partnership  
Oak Associates X, LLC  
Oak X Affiliates Fund, Limited Partnership  
Oak X Affiliates, LLC  
Oak Investment Partners XIII, Limited Partnership  
Oak Associates XIII, LLC  
Oak Management Corporation  
   
  By: /s/ Bandel L. Carano
    Bandel L. Carano, as General Partner or Managing Member or as Attorney-in-fact for the above-listed entities
   
Individuals:  
   
Bandel L. Carano  
Edward F. Glassmeyer  
Fredric W. Harman  
Ann H. Lamont  
   
  By: /s/ Bandel L. Carano
    Bandel L. Carano, Individually and as Attorney-in-fact for the above-listed individuals
       

 

 

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