SEC Form 4 · accession 0001225208-19-002772
NORTHROP GRUMMAN CORP /DE/ · NOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Blake E Larson
Officer — Corp VP & Pres, NGIS
Period of report
Feb 13, 2019
Accepted (ET)
Feb 15, 2019 · 4:25 pm EST
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,F3,F1 | — | Feb 13, 2019 | A | 7,748 | A | — | — | Common Stock | 7,748 | 14,390 | D |
| Restricted Stock RightsF5,F4 | — | Feb 13, 2019 | A | 3,283 | A | — | — | Common Stock | 3,283 | 11,619 | 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 applicable performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d).
- F2The RPSRs acquired include 7,748 unvested RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/13/19 with a measurement period ending on 12/31/21.
- F3Total amount includes 7,748 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; and 6,642 RPSRs granted on 6/13/18 with a measurement period ending on 12/31/20.
- F4Each 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.
- F5Total amount includes 3,283 RSRs granted under the LTISP on 2/13/19 that will vest on 2/13/22; 2,831 RSRs granted under the LTISP on 6/13/18 that will vest on 6/13/21; and 5,505 RSRs granted under the LTISP on 6/13/18 that will vest on 12/31/19.