SEC Form 4 · accession 0001225208-18-013695
NORTHROP GRUMMAN CORP /DE/ · NOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kathy J Warden
Officer — President and COO · Director
Period of report
Sep 19, 2018
Accepted (ET)
Sep 21, 2018 · 5:23 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 | — | Sep 19, 2018 | A | 13,016 | A | — | — | Common Stock | 13,016 | 46,346 | D |
| Restricted Stock RightsF4,F3 | — | Sep 19, 2018 | A | 4,943 | A | — | — | Common Stock | 4,943 | 19,691 | D |
Explanation of responses
- F1Each 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).
- F2Total amount includes (i) 12,710 unvested RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/17/16 with a measurement period ending on 12/31/18; (ii) 10,676 unvested RPSRs granted under the LTISP on 2/17/17 with a measurement period ending on 12/31/19; (iii) 9,944 unvested RPSRs granted under the LTISP on 2/13/18 with a measurement period ending on 12/31/20; and (iv) 13,016 unvested RPSRs granted under the LTISP on 9/19/18 with a measurement period ending on 12/31/20.
- 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) 5,767 unvested RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; (ii) 4,465 unvested RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; (iii) 4,516 unvested RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; and (iv) 4,943 unvested RSRs granted under the LTISP on 2/19/18 that will vest on 9/19/21.