SEC Form 4 · accession 0001225208-17-013104
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
Jul 29, 2017
Accepted (ET)
Aug 2, 2017 · 10:34 am 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 StockF1 | Jul 29, 2017 | M | 1,315 | $0.00 | A | 1,907 | D | |
| Common StockF2 | Jul 29, 2017 | F | 579 | $264.10 | D | 1,328 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock RightsF1,F4,F3 | — | Jul 29, 2017 | M | 1,315 | D | — | — | Common Stock | 1,315 | 3,333 | D |
Explanation of responses
- F1In light of the vesting date, Saturday, July 29, 2017, and in accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), award shares were valued based on the Company's closing stock price on July 28, 2017, the immediately preceding business day. The shares were distributed into the participant's account on July 31, 2017.
- F2Shares surrendered to issuer in payment of tax liability in connection with vesting of RSRs in accordance with Rule 16b-3(e).
- 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. The RSRs were granted under the LTISP on 7/29/14 and vested on 7/29/17.
- F4Total 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; and 409 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18.