SEC Form 4 · accession 0001225208-15-005014

· NOC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

James F Palmer

Officer — Corp. VP & CFO

Period of report

Feb 18, 2015

Accepted (ET)

Feb 20, 2015 · 4:08 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 Stock^F1	Feb 18, 2015	M	67,296	$0.00	A	296,192	D
Common Stock^F2	Feb 18, 2015	F	32,101	$167.68	D	264,091	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 Rights^F4,F5,F3	—	Feb 18, 2015	A	22,432	A	—	—	Common Stock	22,432	132,377	D
Restricted Performance Stock Rights^F1,F6,F3	—	Feb 18, 2015	M	67,296	D	—	—	Common Stock	67,296	65,081	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 22,432 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.
F5Total amount includes 67,296 vested RPSRs granted under the LTISP on 2/15/12 with a measurement period ended on 12/31/14; 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 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.