Mercury Systems (MRCY) Form 3 MERCURY SYSTEMS / Stephanie Georges ownership change

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^*

Georges Stephanie

(Last) (First) (Middle)

50 MINUTEMAN ROAD

(Street)

ANDOVER MA 01810

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/23/2023

3. Issuer Name and Ticker or Trading Symbol
MERCURY SYSTEMS INC [ MRCY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, CCO

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	39,728(1)(2)	D
Common Stock	545	I	401K Plan
Common Stock	300	I	Georges Family Revocable Living Trust

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 1,573 shares of restricted stock that vest on August 16, 2024, 7,030 shares shares of restricted stock that vest in two equal annual installments beginning on February 15, 2024, and 7,137 shares of restricted stock that vest in three equal annual installments beginning on August 17, 2024.

2. Also includes 4,720, 10,545 and 8,723 shares of performance-based restricted stock that will vest on August 16, 2024, February 15, 2025 and August 17, 2026, respectively, assuming on-target performance of pre-established financial objectives for the three fiscal years ending June 28, 2024, June 27, 2025 and July 3, 2026, respectively. If actual performance under the performance-based restricted stock awards is determined to be above or below the on-target performance level of the awards, then the number of shares that will vest for these awards will range from 0% to 300% (in the case of awards vesting in 2024 and 2025) and 0% to 225% (in the case of awards vesting in 2026) of the shares that would have vested for on-target performance.

	/s/ Michelle McCarthy, attorney-in-fact for Stephanie Georges	10/06/2023
	** 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).
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