Sec Form 4 Filing - Bernhardt Christopher C @ Exelis Inc. - 2012-03-05

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Bernhardt Christopher C 2. Issuer Name and Ticker or Trading Symbol Exelis Inc. [ XLS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, Electronic Systems (Last) (First) (Middle) 1650 TYSONS BOULEVARD, SUITE 1700 3. Date of Earliest Transaction (MM/DD/YY) 03/05/2012 (Street) MCLEAN, VA22102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 03/05/2012 F 5,602 ( 1 ) D $ 11.51 134,175 D Common Stock 03/06/2012 M 79,457 A $ 10.3006 213,632 D Common Stock 03/06/2012 S 79,457 D $ 11.3003 ( 2 ) 134,175 D Common Stock 03/06/2012 A 16,890 ( 3 ) A $ 0 151,065 D Common Stock 670.57 ( 4 ) I By 401(k) plan

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 Employee Stock Option (Right to Buy) $ 10.3006 03/06/2012 M 79,457 ( 5 ) 03/08/2012 Common Stock 79,457 $ 0 0 D Employee Stock Option (Right to Buy) $ 11.19 03/06/2012 A 128,571 ( 6 ) 03/06/2022 Common Stock 128,571 $ 0 128,571 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bernhardt Christopher C 1650 TYSONS BOULEVARD SUITE 1700 MCLEAN, VA22102 President, Electronic Systems Signatures /s/ Kathleen S. Stolar, Assistant Secretary of Exelis Inc., by power of attorney for Christopher C. Bernhardt 03/07/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the withholding of common stock (each, a "Share") of Exelis Inc. (the "Issuer") to pay the tax liability incident to the vesting of shares of restricted stock granted on March 5, 2009 under the ITT Corporation 2003 Equity Incentive Plan. Equity awards formerly granted by ITT Corporation were converted into equity awards of the Issuer in connection with the spin-off of the Issuer from ITT Corporation on October 31, 2011. ( 2 )This price represents the approximate weighted average price per Share of sales that were executed at prices ranging from $11.22 to $11.35 per Share. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. ( 3 )Reflects an award of restricted stock units which are scheduled to vest on March 6, 2015. ( 4 )As of January 31, 2012. ( 5 )These options are fully vested and exercisable. ( 6 )These options vest in three equal annual installments beginning on March 6, 2013.

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.