SEC Form 4 · accession 0001225208-15-005012
NORTHROP GRUMMAN CORP /DE/ · NOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gloria A Flach
Officer — Corp. VP & Pres Electronic Sys
Period of report
Feb 18, 2015
Accepted (ET)
Feb 20, 2015 · 4:07 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 | Feb 18, 2015 | M | 28,841 | $0.00 | A | 50,044 | D | |
| Common StockF2 | Feb 18, 2015 | F | 14,680 | $167.68 | D | 35,364 | D |
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 RightsF4,F5,F3 | — | Feb 18, 2015 | A | 23,424 | A | — | — | Common Stock | 23,424 | 107,732 | D |
| Restricted Performance Stock RightsF1,F6,F3 | — | Feb 18, 2015 | M | 28,841 | D | — | — | Common Stock | 28,841 | 78,891 | D |
| Restricted Stock RightsF8,F7 | — | Feb 18, 2015 | A | 6,512 | A | — | — | Common Stock | 6,512 | 46,587 | 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 150% of target.
- F2Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e).
- F3Each 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).
- F4The RPSRs acquired include (i) 9,613.50 additional vested RPSRs with respect to the measurement period ended 12/31/14 acquired due to settlement of the 2012 RPSRs held at 150% of the target award and (ii) 13,810 unvested RPSRs granted under the LTISP on 2/18/15 with a measurement period ending on 12/31/16.
- F5Total amount includes 28,840.50 vested RPSRs granted under the LTISP on 2/15/12 with a measurement period ended on 12/31/14; 13,810 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; 21,151 unvested RPSRs granted under the LTISP on 2/19/14 with a measurement period ending on 12/31/16; and 43,930 unvested RPSRs granted under the LTISP on 2/20/13 with a measurement period ending on 12/31/15.
- F6Total amount includes 13,810 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; 21,151 unvested RPSRs granted under the LTISP on 2/19/14 with a measurement period ending on 12/31/16; and 43,930 unvested RPSRs granted under the LTISP on 2/20/13 with a measurement period ending on 12/31/15.
- F7Each 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.
- F8Total amount includes 6,512 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; 8,820 RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17; 15,899 RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16; and 15,356 RSRs granted under the LTISP on 7/19/12 that will vest on 7/19/15.