SEC Form 4/A · accession 0001225208-18-004214
NORTHROP GRUMMAN CORP /DE/ · NOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Michael A Hardesty
Officer — Corp VP, Controller & CAO
Period of report
Feb 13, 2018
Accepted (ET)
Feb 26, 2018 · 5:54 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 13, 2018 | M | 3,128 | $0.00 | A | 12,679 | D | |
| Common StockF2 | Feb 13, 2018 | F | 1,095 | $0.00 | D | 11,584 | 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 RightsF1,F4,F3 | — | Feb 13, 2018 | M | 3,128 | D | — | — | Common Stock | 3,128 | 5,472 | D |
Explanation of responses
- F1Shares expected to be issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/18/15 with a valuation of performance measurement period ("measurement period") that ended 12/31/17. RPSRs to be settled at 131% of target. The shares are anticipated to be distributed into the participant's account on February 26, 2018.
- F2Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e). Amendment filed to correct the number of shares surrendered.
- 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).
- F4Total amount includes 1,475 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; 1,786 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; and 2,211 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18.