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S-8 Filing
Leonardo DRS (DRS) S-8Registration of securities for employees
Filed: 28 Nov 22, 6:08pm
Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit | Proposed Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | ||||||||||||||||
Equity | Common stock, par value $0.01 per share | Other | 5,382,851(2) | $8.38(4) | $45,108,291.38(4) | 0.00011020 | $4,970.93 | ||||||||||||||||
Equity | Common stock, par value $0.01 per share | Other | 7,033,633(3) | $9.89(5) | $69,562,630.37(5) | 0.00011020 | $7,665.80 | ||||||||||||||||
Total Offering Amounts | 12,416,484 | $114,670,921.75 | $12,636.74 | ||||||||||||||||||||
Total Fee Offsets | $12,636.74 | ||||||||||||||||||||||
Net Fee Due | $0 |
(1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (the “Registration Statement”) to which this exhibit relates shall also cover any additional shares of the common stock of Leonardo DRS, Inc. (the “Company,” and such shares, “Company Common Stock”) that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction that results in an increase in the number of outstanding shares of Company Common Stock. | ||||
(2) | Represents shares of Company Common Stock issuable upon the exercise of options outstanding under the Company's 2022 Omnibus Equity Compensation Plan (the “Omnibus Plan”). Pursuant to the Agreement and Plan of Merger, dated as of June 21, 2022, by and among the Company, RADA Electronic Industries (“RADA”) and Blackstart Ltd. (“Merger Sub”), a company organized under the laws of the State of Israel and a wholly owned subsidiary of the Company, effective as of November 28, 2022, Merger Sub merged with and into RADA (the “Merger”), with RADA surviving the Merger as a wholly owned subsidiary of the Company. At the effective time of the Merger, each outstanding option to purchase shares of RADA common stock was converted into an option to purchase shares of Company Common Stock, subject to appropriate adjustments to the number of shares and the exercise price of such award. The number of shares registered hereunder includes the maximum number of shares of Company Common Stock issuable upon the vesting or exercise of such equity awards, subject to appropriate adjustments thereto. | ||||
(3) | Represents shares of Company Common Stock reserved for future issuance under the Omnibus Plan. | ||||
(4) | Estimated in accordance with Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee. The offering price per share and the aggregate offering price are based upon $8.38, which is the weighted-average exercise price (rounded to the nearest cent) of the outstanding option awards under the Omnibus Plan. | ||||
(5) | Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and calculated in accordance with Rules 457(c) and 457(h) promulgated thereunder. The aggregate offering price is the average of the high and low prices of Ordinary Shares of RADA (the predecessor to the Company) as reported on the NASDAQ Capital Market on November 25, 2022. |
Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||||||||||||||||||||||||
Rule 457(q) | |||||||||||||||||||||||||||||||||||
Fee Offset Claims | Leonardo DRS | S-1 | 333- 253583 | February 26, 2021 | $12,636.74 | Equity | Common Stock, par value $0.01 per share | 36,685,000 | $807,070,000 | ||||||||||||||||||||||||||
Fee Offset Claims | Leonardo DRS | S-1 | 333- 253583 | March 15, 2021 | $77,141.34(1) |
(1) | The registration fee previously paid in connection with Amendment No. 2 to the Company's Registration Statement on Form S-1 filed on March 15, 2021 was $77,141.34, of which $29,228.94 is available to be claimed as a fee offset and $12,636.74 is being applied to this Registration Statement. |