SEC Form 4 · accession 0001225208-15-004518
NORTHROP GRUMMAN CORP /DE/ · NOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark A Caylor
Officer — Corp VP & Pres ESS & CSO
Period of report
Feb 13, 2015
Accepted (ET)
Feb 18, 2015 · 5:08 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 | Feb 13, 2015 | M | 2,137 | $0.00 | A | 9,531 | D | |
| Common StockF3 | Feb 18, 2015 | F | 775 | $167.14 | D | 8,756 | D | |
| Common StockF4 | holding | — | — | — | 33 | 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,F6,F5 | — | Feb 13, 2015 | M | 2,137 | D | — | — | Common Stock | 2,137 | 18,210 | 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.
- F3Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e).
- F4Held 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.
- F5Each 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.
- F6Total amount includes 4,032 RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17; 7,268 RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16; and 6,910 RSRs granted under the LTISP on 7/19/12 that will vest on 7/19/15.