SEC Form 4 · accession 0001225208-15-015702
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
Jul 17, 2015
Accepted (ET)
Jul 21, 2015 · 6:04 pm EDT
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 | Jul 17, 2015 | A | 15,356 | $0.00 | A | 50,720 | D | |
| Common StockF1,F3 | Jul 17, 2015 | F | 7,817 | $168.99 | D | 42,903 | D |
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,F5,F4 | — | Jul 17, 2015 | M | 15,356 | D | — | — | Common Stock | 15,356 | 31,231 | D |
Explanation of responses
- F1In light of the Restricted Stock Right ("RSR") vesting date, Sunday, July 19, 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, July 17, 2015, the immediately preceding business day. The shares were distributed into the participant's account on this date.
- F2Shares issued upon vesting of RSRs granted under the LTISP on 7/19/12 that vested on 7/19/15.
- F3Shares surrendered to issuer in payment of tax liability in connection with vesting of RSRs in accordance with Rule 16b-3(e).
- F4Each 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. Grants awarded pursuant to Rule 16b-3(d).
- F5Total 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; and 15,899 RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16.