SEC Form 4 · accession 0001225208-17-004131
NORTHROP GRUMMAN CORP /DE/ · NOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher T Jones
Officer — Corp VP & Pres Tech Svcs
Period of report
Feb 17, 2017
Accepted (ET)
Feb 22, 2017 · 4:38 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, 2017 | M | 22,360 | $0.00 | A | 68,940 | D | |
| Common StockF2 | Feb 17, 2017 | F | 10,068 | $243.58 | D | 58,872 | D | |
| Common StockF3,F4 | Feb 19, 2017 | M | 6,300 | $0.00 | A | 65,172 | D | |
| Common StockF3,F5 | Feb 19, 2017 | F | 3,006 | $243.58 | D | 62,166 | D | |
| Common StockF6 | holding | — | — | — | 1,644 | 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 RightsF8,F9,F7 | — | Feb 17, 2017 | A | 16,403 | A | — | — | Common Stock | 16,403 | 53,256 | D |
| Restricted Performance Stock RightsF1,F10,F7 | — | Feb 17, 2017 | M | 22,360 | D | — | — | Common Stock | 22,360 | 30,896 | D |
| Restricted Stock RightsF12,F11 | — | Feb 17, 2017 | A | 3,827 | A | — | — | Common Stock | 3,827 | 20,187 | D |
| Restricted Stock RightsF3,F4,F14,F13 | — | Feb 19, 2017 | M | 6,300 | D | — | — | Common Stock | 6,300 | 13,887 | 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 2/19/14 with a valuation of performance measurement period ("measurement period") ended 12/31/16. The RPSRs were settled at 148% of target.
- F10Total amount includes 9,151 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; 10,895 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; and 10,850 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17.
- F11Each 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 2/17/17 and will vest on 2/17/20.
- F12Total amount includes 3,827 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 4,943 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; 5,117 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; and 6,300 RSRs granted under the LTISP on 2/19/14 that vested on 2/19/17.
- F13Each 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.
- F14Total amount includes 3,827 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 4,943 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; and 5,117 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18.
- F2Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e)
- F3In light of the vesting date, Sunday, February 19, 2017, and in accordance with the terms of the 2011 LTISP, award shares were valued based on the Company's closing stock price on February 17, 2017, the immediately preceding business day. The shares were distributed into the participant's account on February 22, 2017.
- F4Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 2/19/14 that vested on 2/19/17.
- F5Shares surrendered to issuer in payment of tax liability in connection with vesting of RSRs in accordance with Rule 16b-3(e).
- F6Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 16, 2017. 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.
- F7Each 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 application performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d).
- F8The RPSRs acquired include (i) 7,251.84 vested RPSRs with respect to the measurement period ended 12/31/16 acquired due to settlement of the 2014 RPSRs held at 148% of the target award and (ii) 9,151 unvested RPSRs granted under the LTISP on 2/17/17 with a measurement period ending on 12/31/19.
- F9Total amount includes 22,359.84 vested RPSRs granted under the LTISP on 2/19/14 with a measurement period ended on 12/31/16; 9,151 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; 10,895 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; and 10,850 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17.