SEC Form 4 · accession 0001225208-15-004513
NORTHROP GRUMMAN CORP /DE/ · NOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher T Jones
Officer — Corp VP & Pres Tech Svcs
Period of report
Feb 13, 2015
Accepted (ET)
Feb 18, 2015 · 5:02 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001133421
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Feb 13, 2015 | M | 1,760 | $0.00 | A | 8,922 | D | |
| Common StockF1,F4,F3 | Feb 13, 2015 | F | 591 | $167.14 | D | 8,331 | D | |
| Common StockF5 | holding | — | — | — | 1,592 | I | Held in Northrop Grumman Savings & Investment Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock RightsF1,F7,F6 | — | Feb 13, 2015 | M | 1,760 | D | — | — | Common Stock | 1,760 | 29,174 | D |
Explanation of responses
- F1In light of the RSR vesting date, Sunday, February 15, 2015, occurring on a weekend, and in accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), RSR award shares were valued based on the Company's closing stock price on Friday, February 13, 2015, the immediately preceding business day. The shares were distributed into the participant's account on this date.
- F2Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 2/15/12 that vested on 2/15/15.
- F3Amount includes 193.143 shares acquired under the Issuer's Dividend Reinvestment Plan through transaction date February 13, 2015, which transactions are exempted from Section 16 and not reportable under Rule 16a-11.
- F4Shares surrendered to issuer in payment of tax liability in connection with vesting of RSRs in accordance with Rule 16b-3(e).
- F5Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 13, 2015. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a decrease in units attributable to an individual though no disposition occurred.
- F6Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the election of the Issuer's Compensation Committee, cash or a combination of cash and Issuer common stock.
- F7Total amount includes 6,300 RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17; 11,357 RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16; and 11,517 RSRs granted under the LTISP on 7/19/12 that will vest on 7/19/15.