SEC FORM
4
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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| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MERCURY SYSTEMS INC
[ MRCY ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
01/15/2020
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
01/15/2020 |
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A |
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3,128
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A |
$0.00
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3,128 |
D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
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| Remarks: |
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/s/ Michelle McCarthy, Attorney-in-Fact for Carvalho Orlando |
01/17/2020 |
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** 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. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
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
the Chief Financial Officer, the General Counsel, and the Chief
Accounting Officer 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 Faun 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 10th day of January,
2020.
/s/ Orlando P. Carvalho
