SEC Form 4 · accession 0001225208-19-002767

· NOC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Mark A Caylor

Officer — Corp VP & Pres, Mission System

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 Stock^F1	Feb 13, 2019	M	10,441	$0.00	A	31,790	D
Common Stock^F2	Feb 13, 2019	F	4,510	$0.00	D	27,280	D
Common Stock^F3	holding	—	—		—	35	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 Performance Stock Rights^F5,F6,F4	—	Feb 13, 2019	A	10,400	A	—	—	Common Stock	10,400	34,066	D
Restricted Performance Stock Rights^F1,F7,F4	—	Feb 13, 2019	M	10,441	D	—	—	Common Stock	10,441	23,625	D
Restricted Stock Rights^F9,F8	—	Feb 13, 2019	A	3,830	A	—	—	Common Stock	3,830	15,955	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 (i) 1,361.85 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 and (ii) 9,038 unvested RPSRs granted under the LTISP on 2/13/19 with a measurement period ending on 12/31/21.
F6Total amount includes 10,440.85 vested RPSRs granted under the LTISP on 2/17/16 with a measurement period ending on 12/31/18; 9,038 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; 6,961 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; and 7,626 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19.
F7Total amount includes 9,038 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; 6,961 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; and 7,626 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19.
F8Each 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 2/13/19 and will vest on 2/13/22.
F9Total amount includes 3,830 RSRs granted under the LTISP on 2/13/19 that will vest on 2/13/22; 1,655 RSRs granted under the LTISP on 12/4/18 that will vest on 12/4/21; 3,161 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; 3,189 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; and 4,120 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19.