Nicholas E Bobay Form 4/A Exelis / Nicholas E Bobay ownership change

SEC Form 4

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^*

Bobay Nicholas E

(Last) (First) (Middle)

1650 TYSONS BOULEVARD

SUITE 1700

(Street)

MCLEAN VA 22102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Exelis Inc. [ XLS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, President, NVCS

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/10/2015

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/06/2015		F		1,050(1)	D	$24.03	21,344(2)	D
Common Stock	03/06/2015		F		519(3)	D	$24.03	20,825(2)(4)	D
Common Stock								7,269.89(5)	I	by 401(k) plan
Common Stock								10.2(6)	I	by daughter
Common Stock								10.2(6)	I	by son
Common Stock								10.2(6)	I	by son
Common Stock								10.2(6)	I	by son

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects the withholding of shares of Common Stock to satisfy taxes due incident to the vesting of restricted stock units granted on March 6, 2012 by Exelis Inc.

2. Reflects the post Vectrus, Inc. spin conversion ratio share amounts. Following the Spin-off of Vectrus, Exelis RSUs were adjusted to preserve their pre-Spin-off value.

3. Reflects the withholding of shares of Common Stock to satisfy taxes due incident to the vesting of restricted stock units granted on March 6, 2014 by Exelis Inc.

4. The purpose of this amendment is to correct the total number of shares beneficially owned. 15,702 shares were incorrectly included in the reporting person's original form 4 filing.

5. As of March 5, 2015.

6. Reflects the number of shares held by each of Mr. Bobay's children.

Remarks:

	/s/ Kathleen S. Stolar, Assistant Secretary of Exelis Inc., by power of attorney for Nicholas E. Bobay	04/20/2015
	** 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.
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