SEC Form 4 · accession 0001225208-16-027148
NORTHROP GRUMMAN CORP /DE/ · NOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Darryl M Fraser
Officer — Corp VP, Communications
Period of report
Feb 17, 2016
Accepted (ET)
Feb 19, 2016 · 7:21 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 | 20,711 | $0.00 | A | 72,735 | D | |
| Common StockF2 | Feb 17, 2016 | F | 9,787 | $190.06 | D | 62,948 | D | |
| Common Stock | holding | — | — | — | 3,000 | I | Held in AYCO Charitable Foundation FBO Darryl & Leslye Fraser | |
| Common StockF3 | holding | — | — | — | 3,899 | 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 RightsF5,F6,F4 | — | Feb 17, 2016 | A | 6,904 | A | — | — | Common Stock | 6,904 | 32,290 | D |
| Restricted Performance Stock RightsF1,F7,F4 | — | Feb 17, 2016 | M | 20,711 | D | — | — | Common Stock | 20,711 | 11,579 | 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).
- F3Held 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.
- F4Each 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).
- F5The RPSRs acquired represent 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.
- F6Total amount includes 20,710.50 vested RPSRs granted under the LTISP on 2/20/13 with a measurement period ended on 12/31/15; 4,932 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; and 6,647 RPSRs granted on 2/19/14 with a measurement period ending on 12/31/16.
- F7Total amount includes 4,932 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; and 6,647 RPSRs granted on 2/19/14 with a measurement period ending on 12/31/16.