Sec Form 4 Filing - Leonardo S.p.a @ Leonardo DRS, Inc. - 2023-11-21

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Leonardo S.p.a
2. Issuer Name and Ticker or Trading Symbol
Leonardo DRS, Inc. [ DRS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
4, PIAZZA MONTE GRAPPA
3. Date of Earliest Transaction (MM/DD/YY)
11/21/2023
(Street)
ROME, L600195
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.01 per share 11/21/2023 S 20,700,000 D $ 17.0622 ( 1 ) 189,745,073 ( 2 ) I See Footnote 1
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Leonardo S.p.a
4, PIAZZA MONTE GRAPPA
ROME, L600195
X
Leonardo US Holding, LLC
1235 SOUTH CLARK STREET, SUITE 700
ARLINGTON, VA22202
X
Signatures
/s/ Federico Bonaiuto, General Counsel, Leonardo S.p.a. 11/21/2023
Signature of Reporting Person Date
/s/ Larissa Meli, SVP, General Counsel and Secretary, Leonardo US Holding, LLC 11/21/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Leonardo S.p.a., as the parent of Leonardo US Holding, LLC (the "Selling Stockholder"), beneficially owns the shares of Leonardo DRS, Inc.'s common stock (the "Common Stock") reported hereby, which are owned of record by the Selling Stockholder.
( 2 )On November 21, 2023, the Selling Stockholder sold 20,700,000 shares of Common Stock of Leonardo DRS, Inc. in an underwritten public offering at a per share price of $17.062188 pursuant to the Underwriting Agreement, dated November 16, 2023, by and among the Selling Stockholder, Leonardo DRS, Inc. and the underwriters party thereto, which includes the exercise in full of the underwriters' option to purchase additional shares. The public offering price in the underwritten public offering was $17.750000 per share

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