SEC Form 4 · accession 0001225208-16-033131
NORTHROP GRUMMAN CORP /DE/ · NOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gloria A Flach
Officer — CVP & Chief Operating Officer
Period of report
May 9, 2016
Accepted (ET)
May 11, 2016 · 4:11 pm EDT
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 | May 9, 2016 | M | 34,424 | $63.22 | A | 118,252 | D | |
| Common Stock | May 9, 2016 | M | 29,832 | $54.46 | A | 148,084 | D | |
| Common StockF1 | May 9, 2016 | F | 18,907 | $214.30 | D | 129,177 | D | |
| Common StockF1 | May 9, 2016 | F | 22,509 | $214.30 | D | 106,668 | D | |
| Common StockF2,F3 | May 9, 2016 | S | 29,666 | $213.95 | D | 77,002 | D | |
| Common StockF2,F4 | May 10, 2016 | S | 11,421 | $215.77 | D | 65,581 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right-to-buy)F5 | $63.22 | May 9, 2016 | M | 34,424 | D | — | Feb 15, 2018 | Common Stock | 34,424 | 0 | D |
| Stock Option (Right-to-buy)F5 | $54.46 | May 9, 2016 | M | 29,832 | D | — | Feb 16, 2017 | Common Stock | 29,832 | 0 | D |
Explanation of responses
- F1Shares surrendered to issuer in payment of exercise price and tax liability in connection with stock option exercise in accordance with Rule 16b-3(e).
- F2The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F3Represents the weighted average sale price of $213.95 rounded to the nearest hundredth. The highest price at which the shares were sold was $214.66 and the lowest price at which the shares were sold was $212.95. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
- F4Represents the weighted average sale price of $215.77 rounded to the nearest hundredth. The highest price at which the shares were sold was $216.52 and the lowest price at which the shares were sold was $214.72. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
- F5The option is fully exercisable.