SEC Form 4 · accession 0001225208-19-002775
NORTHROP GRUMMAN CORP /DE/ · NOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David T Perry
Officer — CVP Chief Global Bus Off
Period of report
Feb 13, 2019
Accepted (ET)
Feb 15, 2019 · 4:27 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 | 7,308 | $0.00 | A | 26,395 | D | |
| Common StockF2 | Feb 13, 2019 | F | 2,778 | $0.00 | D | 23,617 | D | |
| Common StockF3 | holding | — | — | — | 519 | I | Held in Northrop Grumman Financial Security and Savings Program | |
| Common StockF4 | holding | — | — | — | 45 | 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 RightsF6,F7,F5 | — | Feb 13, 2019 | A | 5,601 | A | — | — | Common Stock | 5,601 | 21,027 | D |
| Restricted Performance Stock RightsF1,F8,F5 | — | Feb 13, 2019 | M | 7,308 | D | — | — | Common Stock | 7,308 | 13,719 | D |
| Restricted Stock RightsF10,F9 | — | Feb 13, 2019 | A | 1,970 | A | — | — | Common Stock | 1,970 | 8,776 | 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.
- F10Total amount includes 1,970 RSRs granted under the LTISP on 2/13/19 that will vest on 2/13/22; 1,626 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; 2,296 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; and 2,884 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19.
- 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 Financial Security and Savings Program (the "FSSP Plan"), a qualified profit sharing plan, as of February 12, 2019. Share totals with respect to the FSSP Plan are based upon unit accounting and therefore may reflect a change in units attributable to an individual though no acquisition or disposition occurred.
- F4Held 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.
- F5Each 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).
- F6The RPSRs acquired include (i) 953.25 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) 4,648 unvested RPSRs granted under the LTISP on 2/13/19 with a measurement period ending on 12/31/21.
- F7Total amount includes 7,308.25 vested RPSRs granted under the LTISP on 2/17/16 with a measurement period ending on 12/31/18; 4,648 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; 3,580 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; and 5,491 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19.
- F8Total amount includes 4,648 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; 3,580 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; and 5,491 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19.
- F9Each 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.