SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Nearhos Barry R (Last) (First) (Middle) 50 MINUTEMAN ROAD (Street) ANDOVER MA 01810 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/26/2018	3. Issuer Name and Ticker or Trading Symbol MERCURY SYSTEMS INC [ MRCY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	0.00	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

	/s/ Michelle McCarthy, Attorney-in-Fact for Barry R Nearhos	11/27/2018
	** 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 5 (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.

LIMITED POWER OF ATTORNEY
FOR MERCURY SYSTEMS, INC.
SECTION 16(a) FILINGS
Know all by these presents, that the undersigned
hereby constitutes and appoints each of the Chief
Financial Officer, the General Counsel, and the
Chief Accounting Officer of Mercury Systems,
Inc., acting singly, the undersigned's true
and lawful attorney-in-fact to:
(1) prepare, execute in the undersigned's
name and on the undersigned's behalf, and
submit to the U.S. Securities and Exchange
Commission (the "SEC") a Form ID, including
amendments thereto, and any other documents
necessary or appropriate to obtain codes and
passwords enabling the undersigned to make
electronic filings with the SEC of reports
required by Section 16(a) of the Securities
Exchange Act of 1934, as amended (the
"Exchange Act"), or any rule or regulation
of the SEC;
(2) execute for and on behalf of the undersigned,
in the undersigned's capacity as an officer,
director, and/or shareholder of Mercury Systems,
Inc. (the "Company"), Forms 3, 4, 5, and 144 and
amendments thereto, in accordance with Section
16(a) of the Exchange Act and the rules thereunder;
(3) 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 144, or amendments thereto, and
timely file such form with the SEC and any stock
exchange or similar authority; and
(4) take any other action of any type whatsoever
which, in the opinion of such attorney-in-fact,
may be necessary or desirable in connection with
the foregoing authority, it being understood
that the documents executed by each 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
terms and conditions as such attorney-in-fact
may approve, provided, however, that the undersigned
does not grant to each such power-of-attorney the
right to engage in any transactions involving
the securities of the Company on behalf of the
undersigned, including without limitation,
the right to purchase or sell any securities
of the Company.

The undersigned hereby grants to each such
attorney-in-fact full power and authority
to do and perform any and every act and
thing whatsoever requisite, 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
all that each such attorney-in-fact, or each
such attorney-in-fact's substitute or
substitutes (any such substitute also being
referred to herein as an "attorney-in-fact"),
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 each
attorney-in-fact, in serving in such
capacity at the request of the undersigned
or such attorney-in-fact, is not assuming,
nor is the Company assuming, any of the
undersigned's responsibilities to comply
with Section 16 of the Exchange Act.
The undersigned agrees that each such
attorney-in-fact shall not be liable for
any error of judgment or for any act done
or omitted to be done or for any mistake
of fact or law except for each such attorney
-in-fact's own bad faith, and the undersigne
d agrees to indemnify and to hold each such
attorney-in-fact harmless against any loss,
claim, damage, liability, or cost incurred
on each such attorney-in-fact's part arising
out of or in connection with acts undertaken
or omitted to be taken as an attorney-in-fact
hereunder. 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 of Mercury
Systems, Inc., unless earlier revoked
by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
This Limited Power of Attorney may be filed
with the SEC as a confirming statement of the
authority granted herein. IN WITNESS WHEREOF,
the undersigned has caused this Limited Power
of Attorney to be executed as of this
26th day of November, 2018.


/s/ Barry R. Nearhos