- Statement of Changes in Beneficial Ownership (4)
16 December 2008 - 2:11AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
ROSEN ERIC J
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2. Issuer Name
and
Ticker or Trading Symbol
DRS TECHNOLOGIES INC
[
DRS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
DRS TECHNOLOGIES, INC., 5 SYLVAN WAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/22/2008
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(Street)
PARSIPPANY, NJ 07054
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ 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. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. 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
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/22/2008
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D
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5000
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D
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$81.00
(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. 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
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$9.125
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10/22/2008
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D
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2500
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(2)
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8/4/2009
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Common Stock
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2500
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$71.88
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0
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D
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Stock Option (Right to Buy)
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$11.4375
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10/22/2008
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D
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2500
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(3)
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8/8/2010
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Common Stock
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2500
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$69.56
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0
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D
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Stock Option (Right to Buy)
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$21.80
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10/22/2008
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D
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2500
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(4)
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8/7/2011
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Common Stock
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2500
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$59.20
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0
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D
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Stock Option (Right to Buy)
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$38.80
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10/22/2008
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D
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2500
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(5)
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8/7/2012
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Common Stock
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2500
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$42.20
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0
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D
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Stock Option (Right to Buy)
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$26.51
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10/22/2008
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D
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2500
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(6)
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8/5/2013
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Common Stock
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2500
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$54.49
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0
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D
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Stock Option (Right to Buy)
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$36.18
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10/22/2008
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D
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2500
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(7)
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8/4/2014
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Common Stock
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2500
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$44.82
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0
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D
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Stock Option (Right to Buy)
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$53.56
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10/22/2008
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D
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2500
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(8)
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8/3/2015
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Common Stock
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2500
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$27.44
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0
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D
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Stock Option (Right to Buy)
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$46.80
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10/22/2008
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D
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2500
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(9)
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8/2/2016
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Common Stock
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2500
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$34.20
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0
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D
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Stock Option (Right to Buy)
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$48.03
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10/22/2008
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D
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2500
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(10)
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8/8/2017
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Common Stock
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2500
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$32.97
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to merger agreement among Issuer, Finmeccanica S.p.A. and Dragon Merger Sub for the merger consideration of $81.00 per share.
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(
2)
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Pursuant to the merger agreement, option to buy granted on August 5, 1999 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.
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(
3)
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Pursuant to the merger agreement, option to buy granted on August 9, 2000 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.
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(
4)
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Pursuant to the merger agreement, option to buy granted on August 8, 2001 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.
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(
5)
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Pursuant to the merger agreement, option to buy granted on August 8, 2002 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.
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(
6)
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Pursuant to the merger agreement, option to buy granted on August 6, 2003 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.
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(
7)
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Pursuant to the merger agreement, option to buy granted on August 5, 2004 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.
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(
8)
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Pursuant to the merger agreement, option to buy granted on August 4, 2005 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.
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(
9)
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Pursuant to the merger agreement, option to buy granted on August 3, 2006 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.
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(
10)
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Pursuant to the merger agreement, option to buy granted on August 9, 2007 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of the merger consideration over the exercise price multiplied by the number of unexercised options.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ROSEN ERIC J
DRS TECHNOLOGIES, INC.
5 SYLVAN WAY
PARSIPPANY, NJ 07054
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X
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Signatures
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Eric J. Rosen
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12/9/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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 control number.
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