SEC Form 4 · accession 0001225208-15-005011
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 18, 2015
Accepted (ET)
Feb 20, 2015 · 4:06 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 18, 2015 | M | 7,678 | $0.00 | A | 16,009 | D | |
| Common StockF3,F2 | Feb 18, 2015 | F | 3,060 | $167.68 | D | 12,949 | D | |
| Common StockF4 | 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 Performance Stock RightsF6,F7,F5 | — | Feb 18, 2015 | A | 14,422 | A | — | — | Common Stock | 14,422 | 65,014 | D |
| Restricted Performance Stock RightsF1,F8,F5 | — | Feb 18, 2015 | M | 7,678 | D | — | — | Common Stock | 7,678 | 57,336 | D |
| Restricted Stock RightsF10,F9 | — | Feb 18, 2015 | A | 5,117 | A | — | — | Common Stock | 5,117 | 34,291 | 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.
- F10Total amount includes 5,117 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; 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.
- F2Amount 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.
- 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 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).
- F6The RPSRs acquired include (i) 3,572.22 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) 10,850 unvested RPSRs granted under the LTISP on 2/18/15 with a measurement period ending on 12/31/17.
- F7Total amount includes 7,678.22 vested RPSRs granted under the LTISP on 2/15/12 with a measurement period ended on 12/31/14; 10,850 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; 15,108 unvested RPSRs granted under the LTISP on 2/19/14 with a measurement period ending 12/31/16; and 31,378 unvested RPSRs granted under the LTISP on 2/20/13 with a measurement period ending on 12/31/15.
- F8Total amount includes 10,850 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; 15,108 unvested RPSRs granted under the LTISP on 2/19/14 with a measurement period ending on 12/31/16; and 31,378 unvested RPSRs granted under the LTISP on 2/20/13 with a measurement period ending on 12/31/15.
- F9Each 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 2/18/18.