SEC Form 4 · accession 0001225208-17-004145
NORTHROP GRUMMAN CORP /DE/ · NOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lisa R Davis
Officer — Corp VP, Communications
Period of report
Feb 17, 2017
Accepted (ET)
Feb 22, 2017 · 4:52 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 | 1,865 | $0.00 | A | 1,865 | D | |
| Common StockF2 | Feb 17, 2017 | F | 682 | $243.58 | D | 1,183 | 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 RightsF4,F5,F3 | — | Feb 17, 2017 | A | 3,696 | A | — | — | Common Stock | 3,696 | 9,501 | D |
| Restricted Performance Stock RightsF1,F6,F3 | — | Feb 17, 2017 | M | 1,865 | D | — | — | Common Stock | 1,865 | 7,636 | D |
| Restricted Stock RightsF8,F7 | — | Feb 17, 2017 | A | 1,276 | A | — | — | Common Stock | 1,276 | 4,648 | 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 153% of target.
- F2Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e)
- F3Each 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).
- F4The RPSRs acquired include (i) 646.07 vested RPSRs with respect to the measurement period ended 12/31/16 acquired due to settlement of the 2014 RPSRs held at 153% of the target award and (ii) 3,050 unvested RPSRs granted under the LTISP on 2/17/17 with a measurement period ending on 12/31/19.
- F5Total amount includes 1,865.07 vested RPSRs granted under the LTISP on 7/29/14 with a measurement period ended on 12/31/16; 3,050 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; 3,631 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; and 955 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17.
- F6Total amount includes 3,050 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; 3,631 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; and 955 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17.
- F7Each 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. The RSRs were granted under the LTISP on 2/17/17 and will vest on 2/17/20.
- F8Total amount includes 1,276 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 1,648 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; 409 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; and 1,315 RSRs granted under the LTISP on 7/29/14 that vested on 7/29/17.