SEC Form 4 · accession 0001225208-16-027145

· NOC

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

Reporting owner

Mark A Caylor

Officer — Corp VP & Pres ES & CSO

Period of report

Feb 17, 2016

Accepted (ET)

Feb 19, 2016 · 7:20 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 17, 2016	M	30,123	$0.00	A	44,383	D
Common Stock^F2	Feb 17, 2016	M	1,148	$41.14	A	45,531	D
Common Stock	Feb 17, 2016	S	1,148	$185.61	D	44,383	D
Common Stock^F3	Feb 17, 2016	F	14,689	$190.06	D	29,694	D
Common Stock^F4	holding	—	—		—	34	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 Performance Stock Rights^F6,F7,F5	—	Feb 17, 2016	A	19,120	A	—	—	Common Stock	19,120	55,776	D
Restricted Performance Stock Rights^F1,F8,F5	—	Feb 17, 2016	M	30,123	D	—	—	Common Stock	30,123	25,653	D
Restricted Stock Rights^F10,F9	—	Feb 17, 2016	A	4,120	A	—	—	Common Stock	4,120	18,676	D
Stock Option (Right-to-buy)^F2	$41.14	Feb 17, 2016	M	1,148	D	—	Feb 17, 2016	Common Stock	1,148	0	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 2/20/13 with a valuation of performance measurement period ("measurement period") ended 12/31/15. The RPSRs were settled at 150% of target.
F10Total amount includes 4,120 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; 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.
F2The option is fully exercisable.
F3Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e).
F4Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 12, 2016. 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.
F5Each 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).
F6The RPSRs acquired include (i) 10,041 additional vested RPSRs with respect to the measurement period ended 12/31/15 acquired due to settlement of the 2013 RPSRs held at 150% of the target award and (ii) 9,079 unvested RPSRs granted under the LTISP on 2/17/16 with a measurement period ending on 12/31/18.
F7Total amount includes 30,123 vested RPSRs granted under the LTISP on 2/20/13 with a measurement period ended on 12/31/15; 9,079 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; 6,905 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; and 9,669 RPSRs granted on 2/19/14 with a measurement period ending on 12/31/16.
F8Total amount includes 9,079 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; 6,905 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; and 9,669 RPSRs granted on 2/19/14 with a measurement period ending on 12/31/16.
F9Each 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 2/17/16 and will vest on 2/17/19.