SEC Form 4 · accession 0001225208-15-020240
NORTHROP GRUMMAN CORP /DE/ · NOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Denise M. Peppard
Officer — Corp VP & Chf HR Ofcr
Period of report
Oct 30, 2015
Accepted (ET)
Nov 3, 2015 · 1:19 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 | Oct 30, 2015 | M | 10,397 | $0.00 | A | 40,307 | D | |
| Common StockF3 | Oct 30, 2015 | F | 4,960 | $187.75 | D | 35,347 | 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,F4,F2 | — | Oct 30, 2015 | M | 10,397 | D | — | — | Common Stock | 10,397 | 14,463 | D |
Explanation of responses
- F1In light of the RSR vesting date, Sunday, November 1, 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, October 30, 2015, the immediately preceding business day. The shares were distributed into the participant's account on this date.
- F2Each 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.
- F3Shares surrendered to issuer in payment of tax liability in connection with vesting of restricted stock in accordance with Rule 16b-3(e).
- F4Total amount includes 3,163 unvested RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; 4,032 unvested RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17; and 7,268 unvested RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16. Grants awarded pursuant to Rule 16b-3(d).