Sec Form 4 Filing - Melcher David F @ Exelis Inc. - 2015-05-29

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 Melcher David F 2. Issuer Name and Ticker or Trading Symbol Exelis Inc. [ XLS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) 1650 TYSONS BOULEVARD, SUITE 1700 3. Date of Earliest Transaction (MM/DD/YY) 05/29/2015 (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 05/28/2015 G V 16,000 D $ 0 661,621 ( 1 ) D Common Stock 05/29/2015 D 661,621 ( 2 ) D 0 D Common Stock 05/29/2015 D 3,000 ( 3 ) D 0 I By spouse

Date Exercisable 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) Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) $ 19.16 05/29/2015 D 169,849 ( 4 ) 03/06/2024 Common Stock 169,849 $ 5.55 ( 4 ) 0 D Employee Stock Option (Right to Buy) $ 10.22 05/29/2015 D 901,169 ( 5 ) 03/08/2023 Common Stock 901,169 $ 14.49 ( 5 ) 0 D Employee Stock Option (Right to Buy) $ 10.29 05/29/2015 D 843,006 ( 6 ) 03/06/2022 Common Stock 843,006 $ 14.42 ( 6 ) 0 D Employee Stock Option (Right to Buy) $ 10.07 05/29/2015 D 1,613,567 ( 7 ) 11/07/2021 Common Stock 1,613,567 $ 14.64 ( 7 ) 0 D Employee Stock Option (Right to Buy) $ 12.02 05/29/2015 D 160,552 ( 8 ) 03/03/2021 Common Stock 160,552 $ 12.69 ( 8 ) 0 D Employee Stock Option (Right to Buy) $ 11.15 05/29/2015 D 115,399 ( 9 ) 03/05/2020 Common Stock 115,399 $ 13.56 ( 9 ) 0 D Employee Stock Option (Right to Buy) $ 6.92 05/29/2015 D 119,027 ( 10 ) 03/05/2016 Common Stock 119,027 $ 17.79 ( 10 ) 0 D Employee Stock Option (Right to Buy) $ 13.85 05/29/2015 D 26,559 ( 11 ) 08/18/2015 Common Stock 26,559 $ 10.86 ( 11 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Melcher David F 1650 TYSONS BOULEVARD SUITE 1700 MCLEAN, VA22102 X CEO and President Signatures Rachel L. Semanchik, as Attorney-in-Fact 06/02/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 1,273 additional shares of issuer common stock pursuant to a dividend reinvestment feature since the date of the last report. ( 2 )Includes (a) 322,226 shares of issuer common stock disposed of pursuant to a merger agreement between the issuer and Harris Corporation in exchange for (i) .1025 shares of common stock of Harris Corporation (market value of $8.12 per .1025 shares of common stock of Harris Corporation) and (ii) cash consideration of $16.625 per issuer share, (b) 173,075 restricted stock units disposed of for $4,276,683.25, plus accrued dividend equivalents, representing the market value of the issuer's common stock on the effective date of the merger ($24.71), and (c) 13,214 restricted stock units granted during 2015 and disposed of, on a pro-rated basis, for approximately $326,517.94, plus accrued dividend equivalents, reflecting the market value of the issuer's shares on the effective date of the merger ($24.71). This amount reflects post-Vectrus, Inc. spin-off share amounts (following the Vectrus spin-off, Issuer restricted stock units were adjusted to preserve their pre-spin-off value). ( 3 )Disposed of pursuant to a merger agreement between the issuer and Harris Corporation in exchange for (i) .1025 shares of common stock of Harris Corporation (market value of $8.12 per .1025 shares of common stock of Harris Corporation) and (ii) cash consideration of $16.625 per issuer share. ( 4 )This option, which provided for vesting in three equal installments beginning on March 6, 2015, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $942,661.95, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were a djusted to preserve their pre-spin-off value). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value). ( 5 )This option, which provided for vesting in three equal installments beginning on March 8, 2014, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $13,057,938.81, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value). ( 6 )This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $12,156,146.52, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value). ( 7 )This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $23,622,620.88, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value). ( 8 )This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $2,037,404.88, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value). ( 9 )This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $1,564,810.44, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value). ( 10 )This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $2,117,490.33, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value). ( 11 )This option, which was fully vested, ceased to be outstanding and was cancelled in the merger in exchange for a cash payment of $288,430.74, representing the difference between the exercise price of the option and the market value common stock of the issuer on the effective date of the merger ($24.71 per share). The number of shares subject to the option and the exercise price reflect post-Vectrus, Inc. spin-off holdings (following the Vectrus spin-off, Issuer options were adjusted to preserve their pre-spin-off value).

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).

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