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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 		 
OMB APPROVAL
OMB Number: 3235-0287
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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*
Baker Gail
(Last) (First) (Middle)
C/O LEONARDO DRS, INC.
(Street)
ARLINGTON VA 22202
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Leonardo DRS, Inc. [ DRS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/29/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 11/29/2023 M 3,571 A $0(1) 10,525 D
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Restricted Stock Unit (1) 11/29/2023 M 3,571 (2) (2) Common Stock 3,571 $0 3,572 D
Explanation of Responses:
1. Restricted Stock Units ("RSUs") convert into common stock on a one-for-one basis.
2. Each RSU granted under the Issuer's 2022 Omnibus Equity Compensation Plan represents a contingent right to receive one share of the common stock of the Issuer or the cash equivalent thereof and has no expiration date. The RSUs were granted to the Reporting Person in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated June 21, 2022, by and among Leonardo DRS, Inc., RADA Electronic Industries Limited and Blackstart Ltd. One-half of the RSUs vested and settled in common stock on November 29, 2023 and the remaining one-half of the RSUs vest on November 29, 2024.
/s/ Katherine A. Krebel, Attorney-in-Fact 11/30/2023
** 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.
EX-24 2 ex-24.htm BAKER POA

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby constitutes and
appoints Katherine Krebel the undersigned's true and lawful attorney-in-fact
to:
1.    execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer or director or both of Leonardo DRS, Inc. (the
"Company"), Forms 3, 4 and 5 (and any amendments thereto) in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules thereunder, and any Form 144 under the Securities Act of
1933, as amended;

2. 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 Form 144 Notice, complete and execute any amendments
thereto, and timely file such form with the Securities and Exchange Commission
(the "SEC") and any securities exchange or similar authority, including without
limitation the filing of a Form ID or any other documents necessary or
appropriate to enable the undersigned to file the Forms 3, 4, 5 or Form 144
with the SEC;

3. seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned's attorney-in-fact appointed by this
Limited Power of Attorney and approves and ratifies any such release of
information; and

4. take any other action in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the
best interest of, or legally required by or for, the undersigned, it being
understood that the documents executed by 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 information and disclosure as such attorney-in-fact
may approve in such attorney-in-fact's discretion.

The undersigned hereby grants the attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever required, 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 the attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, 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 the foregoing attorney-in-fact, in serving in
such capacity at the request and on the behalf of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with, or any liability for the failure to comply
with, any provision of Section 16 of the Exchange Act. 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 issued by the Company, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 13th day of March, 2021.

By: /s/ Gail Baker
_______________________
Name: Gail Baker