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* Ratner Steven (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, CHRO	5. If Amendment, Date of Original Filed (Month/Day/Year) 10/03/2023
			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	54,055(1)	D

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 12,782 shares of restricted stock that vest in two equal annual installments beginning on May 16, 2024, and 8,614 shares of restricted stock that vest in three equal annual installments beginning on August 17, 2024. Also includes 19,174 and 10,528 shares of performance-based restricted stock that will vest on May 16, 2025 and August 17, 2026, respectively, assuming on-target performance of pre-established financial objectives for the three fiscal years ending 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% and 0% to 225%, respectively, of the shares that would have vested for on-target performance.

Remarks:

This Form 3 amendment is being filed to disclose the reporting person's beneficial ownership of an additional 251 shares of common stock of the issuer previously acquired under an employee stock purchase plan. which were inadvertently omitted from the original filing.

	/s/ Michelle McCarthy, attorney-in-fact for Steven Ratner	01/04/2024
	** 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).
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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LIMITED POWER OF ATTORNEY
FOR
MERCURY SYSTEMS, INC.
SECTION 16(a) FILINGS


      Know all by these presents, that the undersigned hereby
constitutes and appoints each of Christopher C. Cambria, the
EVP, General Counsel, and Secretary, Steven Ratner, the EVP,
Chief Human Resources Officer, Michelle M. McCarthy, the SVP,
Chief Accounting Officer, and John Storm, the Associate General
Counsel and Assistant Secretary, of Mercury Systems, Inc.,
acting singly, the undersigned?s true and lawful attorney-in-
fact to:

(1)	prepare, execute in the undersigned?s name and on the
undersigned?s behalf, and submit to the U.S.
Securities and Exchange Commission (the ?SEC?) a Form
ID, including amendments thereto, and any other
documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic
filings with the SEC of reports required by Section
16(a) of the Securities Exchange Act of 1934, as
amended (the ?Exchange Act?), or any rule or
regulation of the SEC;

(2)	execute for and on behalf of the undersigned, in the
undersigned?s capacity as an officer, director, and/or
shareholder of Mercury Systems, Inc. (the ?Company?),
Forms 3, 4, 5, and 144 and amendments thereto, in
accordance with Section 16(a) of the Exchange Act and
the rules thereunder;

(3)	do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to
complete and execute any such Form 3, 4, 5 or 144, or
amendments thereto, and timely file such form with the
SEC and any stock exchange or similar authority; and

(4)	take any other action of any type whatsoever which, in
the opinion of such attorney-in-fact, may be necessary
or desirable in connection with the foregoing
authority, it being understood that the documents
executed by each such attorney-in-fact on behalf of
the undersigned pursuant to this Limited Power of
Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may
approve, provided, however, that the undersigned does
not grant to each such power-of-attorney the right to
engage in any transactions involving the securities of
the Company on behalf of the undersigned, including
without limitation, the right to purchase or sell any
securities of the Company.

      The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary, or proper to be done in
the exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution
or revocation, hereby ratifying and confirming all that each
such attorney-in-fact, or each such attorney-in-fact?s
substitute or substitutes (any such substitute also being
referred to herein as an ?attorney-in-fact?), shall lawfully do
or cause to be done by virtue of this Limited Power of Attorney
and the rights and powers herein granted.  The undersigned
acknowledges that each attorney-in-fact, in serving in such
capacity at the request of the undersigned or such attorney-in-
fact, is not assuming, nor is the Company assuming, any of the
undersigned?s responsibilities to comply with Section 16 of the
Exchange Act.

      The undersigned agrees that each such attorney-in-fact
shall not be liable for any error of judgment or for any act
done or omitted to be done or for any mistake of fact or law
except for each such attorney-in-fact?s own bad faith, and the
undersigned agrees to indemnify and to hold each such attorney-
in-fact harmless against any loss, claim, damage, liability, or
cost incurred on each such attorney-in-fact?s part arising out
of or in connection with acts undertaken or omitted to be taken
as an attorney-in-fact hereunder.

      This Limited Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file
Forms 3, 4, 5, and 144 with respect to the undersigned?s
holdings of and transactions in securities of Mercury Systems,
Inc., unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.  This
Limited Power of Attorney may be filed with the SEC as a
confirming statement of the authority granted herein.

?
      IN WITNESS WHEREOF, the undersigned has caused this Limited
Power of Attorney to be executed as of this 26th day of
September, 2023.



By: /s/ Steven Ratner
Steven Ratner
Executive Vice President, Chief Human Resources Officer
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