SEC Form 4 · accession 0001225208-17-004136
NORTHROP GRUMMAN CORP /DE/ · NOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kathy J Warden
Officer — Corp VP & Pres Mission Syst
Period of report
Feb 17, 2017
Accepted (ET)
Feb 22, 2017 · 4:40 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 | 26,831 | $0.00 | A | 91,873 | D | |
| Common StockF2 | Feb 17, 2017 | F | 12,197 | $243.58 | D | 79,676 | D | |
| Common StockF3,F4 | Feb 19, 2017 | M | 7,560 | $0.00 | A | 87,236 | D | |
| Common StockF3,F5 | Feb 19, 2017 | F | 3,607 | $243.58 | D | 83,629 | 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 RightsF7,F8,F6 | — | Feb 17, 2017 | A | 19,378 | A | — | — | Common Stock | 19,378 | 62,843 | D |
| Restricted Performance Stock RightsF1,F9,F6 | — | Feb 17, 2017 | M | 26,831 | D | — | — | Common Stock | 26,831 | 36,012 | D |
| Restricted Stock RightsF11,F10 | — | Feb 17, 2017 | A | 4,465 | A | — | — | Common Stock | 4,465 | 23,746 | D |
| Restricted Stock RightsF3,F13,F12,F4 | — | Feb 19, 2017 | M | 7,560 | D | — | — | Common Stock | 7,560 | 16,186 | 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.
- F10Each 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.
- F11Total amount includes 4,465 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 5,767 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; 5,954 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; and 7,560 RSRs granted under the LTISP on 2/19/14 that vested on 2/19/17.
- F12Each 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.
- F13Total amount includes 4,465 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 5,767 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; and 5,954 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).
- F6Each 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).
- F7The RPSRs acquired include (i) 8,701.92 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) 10,676 unvested RPSRs granted under the LTSIP on 2/17/17 with a measurement period ending on 12/31/19.
- F8Total amount includes 26,830.92 vested RPSRs granted under the LTISP on 2/19/14 with a measurement period ended on 12/31/16; 10,676 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; 12,710 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; and 12,626 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17.
- F9Total amount includes 10,676 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; 12,710 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; and 12,626 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17.