SEC Form 4 · accession 0001225208-16-027559
NORTHROP GRUMMAN CORP /DE/ · NOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wesley G Bush
Officer — Chairman, CEO and President · Director
Period of report
Feb 19, 2016
Accepted (ET)
Feb 23, 2016 · 4:36 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 | Feb 19, 2016 | J | 25,373 | $0.00 | A | 104,914 | D | |
| Common Stock | Feb 19, 2016 | J | 25,371 | $0.00 | A | 130,285 | D | |
| Common Stock | Feb 19, 2016 | J | 5,806 | $0.00 | A | 136,091 | D | |
| Common StockF2,F3 | Feb 20, 2016 | M | 36,342 | $0.00 | A | 172,433 | D | |
| Common StockF2,F4 | Feb 20, 2016 | F | 17,336 | $190.68 | D | 155,097 | D | |
| Common Stock | Feb 19, 2016 | J | 25,371 | $0.00 | D | 25,373 | I | Held in Bush Trust No. 4 |
| Common Stock | Feb 19, 2016 | J | 25,373 | $0.00 | D | 25,372 | I | Held in Wesley G. Bush Rev. Trust |
| Common Stock | Feb 19, 2016 | J | 5,806 | $0.00 | D | 298,974 | I | Held in WG&NF Bush Family Trust |
| Common StockF5 | holding | — | — | — | 5,386 | 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 RightsF2,F7,F6 | — | Feb 20, 2016 | M | 36,342 | D | — | — | Common Stock | 36,342 | 55,903 | D |
Explanation of responses
- F1Transfer of shares from family trust.
- F2In light of the vesting date, Saturday, February 20, 2016, and in accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), award shares were valued based on the Company's closing stock price on February 19, 2016, the immediately preceding business day. The shares were distributed into the participant's account on February 22, 2016.
- F3Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 2/20/13 that vested on 2/20/16.
- F4Shares surrendered to issuer in payment of tax liability in connection with vesting of RSRs in accordance with Rule 16b-3(e).
- F5Held 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.
- F6Each 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.
- F7Total amount includes 16,478 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; 16,745 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; and 22,680 RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17.