SEC Form 4 · accession 0001225208-19-002766
NORTHROP GRUMMAN CORP /DE/ · NOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wesley G Bush
Officer — Chairman · Director
Period of report
Feb 13, 2019
Accepted (ET)
Feb 15, 2019 · 4:23 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, 2019 | M | 41,763 | $0.00 | A | 41,763 | D | |
| Common StockF2 | Feb 13, 2019 | F | 18,304 | $0.00 | D | 23,459 | D | |
| Common Stock | holding | — | — | — | 55,551 | I | Held in Bush Trust No. 4 | |
| Common StockF3 | holding | — | — | — | 5,637 | I | Held in Northrop Grumman Savings & Investment Plan | |
| Common Stock | holding | — | — | — | 55,549 | I | Held in Wesley G. Bush Rev. Trust | |
| Common Stock | holding | — | — | — | 239,059 | I | Held in WG&NF Bush Family Trust |
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 RightsF5,F6,F4 | — | Feb 13, 2019 | A | 5,447 | A | — | — | Common Stock | 5,447 | 92,155 | D |
| Restricted Performance Stock RightsF1,F7,F4 | — | Feb 13, 2019 | M | 41,763 | D | — | — | Common Stock | 41,763 | 50,392 | 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 2/17/16 with a valuation of performance measurement period ("measurement period") that ended 12/31/18. RPSRs to be settled at 115% of target. The shares are anticipated to be distributed into the participant's account on February 14, 2019.
- F2Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e)
- F3Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 12, 2019. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a change in units attributable to an individual though no acquisition or disposition occurred.
- F4Each 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 applicable performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d).
- F5The RPSRs acquired include 5,447.40 vested RPSRs with respect to the measurement period ended 12/31/18 acquired due to settlement of the 2016 RPSRs held at 115% of the target award.
- F6Total amount includes 41,763.40 vested RPSRs granted under the LTISP on 2/17/16 with a measurement period ending on 12/31/18; 19,888 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; and 30,504 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19.
- F7Total amount includes 19,888 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; and 30,504 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19.