SEC Form 4 · accession 0001225208-18-007470
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, 2018
Accepted (ET)
Apr 5, 2018 · 4:58 pm 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,F2 | Apr 1, 2018 | M | 3,789 | $0.00 | A | 10,466 | D | |
| Common StockF1,F3 | Apr 1, 2018 | F | 1,879 | $345.52 | D | 8,587 | D | |
| Common StockF4 | Apr 4, 2018 | S | 955 | $338.85 | D | 7,632 | D | |
| Common StockF5 | holding | — | — | — | 6,223 | I | Held in Northrop Grumman Savings & Investment Plan |
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,F7,F8,F6 | — | Apr 1, 2018 | M | 3,789 | D | — | — | Common Stock | 3,789 | 3,926 | D |
Explanation of responses
- F1In light of the vesting date, Sunday, April 1, 2018, 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 April 2, 2018, the following business day. The shares were distributed into the participant's account on April 3, 2018.
- F2Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 4/1/17 that vested on 4/1/18.
- F3Shares surrendered to issuer in payment of tax liability in connection with vesting of RSRs in accordance with Rule 16b-3(e).
- F4The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F5Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of March 31, 2018. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a decrease in units attributable to an individual though no disposition occurred.
- F6Each 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.
- F7Shares issued upon vesting of RSRs granted under the LTISP on 4/1/17 that vested on 4/1/18.
- F8Total amount includes 3,161 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; and 765 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20.