SEC Form 4 · accession 0001225208-17-007438
NORTHROP GRUMMAN CORP /DE/ · NOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Janis G Pamiljans
Officer — Corp VP & President AS Systems
Period of report
Apr 1, 2017
Accepted (ET)
Apr 4, 2017 · 4:47 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001133421
Table I — non-derivative securities
No Table I lines on this filing.
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 RightsF2,F1 | — | Apr 1, 2017 | A | 9,395 | A | — | — | Common Stock | 9,395 | 15,790 | D |
| Restricted Stock RightsF4,F3 | — | Apr 1, 2017 | A | 3,789 | A | — | — | Common Stock | 3,789 | 7,903 | D |
Explanation of responses
- F1Each Restricted Performance Stock Right ("RPSR") 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. Grants awarded purusant to Rule 16b-3(d).
- F2Total amount includes (i) 2,302 unvested RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/18/15 with a measurement period ending on 12/31/17; (ii) 2,307 unvested RPSRs granted under the LTISP on 2/17/16 with a measurement period ending on 12/31/17; (iii) 1,786 unvested RPSRs granted under the LTISP on 2/17/17 with a measurement period ending on 12/31/19, and (iv) 9,395 unvested RPSRs granted under the LTISP on 4/1/17 with a measurement period ending on 12/31/19. Grants awarded pursuant to Rule 16b-3(d).
- F3Each 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.
- F4Total amount includes (i) 987 unvested RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; (ii) 989 unvested RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/18; (iii) 1,373 unvested RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/18; (iv) 765 unvested RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; and (v) 3,789 unvested RSRs granted under the LTISP on 4/1/17 that will vest on 4/1/18. Grants awarded pursuant to Rule 16b-3(d).