SEC Form 4 · accession 0001225208-15-015703
NORTHROP GRUMMAN CORP /DE/ · NOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David T Perry
Officer — CVP Chief Global Bus Dev Off
Period of report
Jul 17, 2015
Accepted (ET)
Jul 21, 2015 · 6:05 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 | 3,455 | $0.00 | A | 18,210 | D | |
| Common StockF1,F3 | Jul 17, 2015 | F | 1,649 | $168.99 | D | 16,561 | D | |
| Common StockF4 | holding | — | — | — | 494 | I | Held in Northrop Grumman Financial Security and Savings Program | |
| Common StockF5 | holding | — | — | — | 5,148 | 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 Stock RightsF1,F7,F6 | — | Jul 17, 2015 | M | 3,455 | D | — | — | Common Stock | 3,455 | 14,556 | 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).
- F4Held in the Northrop Grumman Financial Security and Savings Program (the "FSSP Plan"), a qualified profit sharing plan, as of July 20, 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.
- F5Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of July 20, 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.
- F6Each 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).
- F7Total 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; and 7,268 RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16.