SEC Form 4 · accession 0001225208-16-027146
NORTHROP GRUMMAN CORP /DE/ · NOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sheila C. Cheston
Officer — Corp. VP & General Counsel
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 StockF1 | Feb 17, 2016 | M | 37,655 | $0.00 | A | 82,317 | D | |
| Common StockF2 | Feb 17, 2016 | F | 18,402 | $190.06 | D | 63,915 | 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 RightsF4,F5,F3 | — | Feb 17, 2016 | A | 21,631 | A | — | — | Common Stock | 21,631 | 70,497 | D |
| Restricted Performance Stock RightsF1,F6,F3 | — | Feb 17, 2016 | M | 37,655 | D | — | — | Common Stock | 37,655 | 32,842 | D |
| Restricted Stock RightsF8,F7 | — | Feb 17, 2016 | A | 4,120 | A | — | — | Common Stock | 4,120 | 23,652 | 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.
- 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 (i) 12,551.50 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.
- F5Total amount includes 37,654.50 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; 9,864 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; and 13,899 RPSRs granted on 2/19/14 with a measurement period ending on 12/31/16.
- F6Total amount includes 9,079 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; 9,864 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; and 13,899 RPSRs granted on 2/19/14 with a measurement period ending on 12/31/16.
- F7Each 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.
- F8Total amount includes 4,120 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; 4,651 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; 5,796 RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17; and 9,085 RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16.