SEC Form 4 · accession 0001225208-15-004996

· 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 18, 2015

Accepted (ET)

Feb 20, 2015 · 4:01 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 Stock^F1	Feb 18, 2015	M	9,326	$0.00	A	18,857	D
Common Stock^F2	Feb 18, 2015	F	4,214	$167.68	D	13,868	D
Common Stock^F3	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 Performance Stock Rights^F5,F6,F4	—	Feb 18, 2015	A	11,244	A	—	—	Common Stock	11,244	45,982	D
Restricted Performance Stock Rights^F1,F7,F4	—	Feb 18, 2015	M	9,326	D	—	—	Common Stock	9,326	36,656	D
Restricted Stock Rights^F9,F8	—	Feb 18, 2015	A	3,256	A	—	—	Common Stock	3,256	21,466	D

Explanation of responses

F1Shares issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/15/12 with a valuation of performance measurement period ("measurement period") ended 12/31/14. The RPSRs were settled at 187% of target.
F2Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e).
F3Held 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.
F4Each RPSR represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the Issuer's election, cash or a combination of cash and Issuer common stock. The RPSRs vest if the applicable performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d).
F5The RPSRs acquired include (i) 4,338.69 additional vested RPSRs with respect to the measurement period ended 12/31/14 acquired due to settlement of the 2012 RPSRs held at 187% of the target award and (ii) 6,905 unvested RPSRs granted under the LTISP on 2/18/15 with a measurement period ending on 12/31/17.
F6Total amount includes 9,325.69 vested RPSRs granted under the LTISP on 2/15/12 with a measurement period ended on 12/31/14; 6,905 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; 9,669 unvested RPSRs granted under the LTISP on 2/19/14 with a measurement period ending on 12/31/16; and 20,082 unvested RPSRs granted under the LTISP on 2/20/13 with a measurement period ending on 12/31/15.
F7Total amount includes 6,905 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; 9,669 unvested RPSRs granted under the LTISP on 2/19/14 with a measurement period ending on 12/31/16; and 20,082 unvested RPSRs granted under the LTISP on 2/20/13 with a measurement period ending on 12/31/15.
F8Each 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. The RSRs were granted under the LTISP on 2/18/15 and will vest on 2/18/15.
F9Total amount includes 3,256 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; 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.