SEC Form 4 · accession 0001225208-19-002778
NORTHROP GRUMMAN CORP /DE/ · NOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kathy J Warden
Officer — President and CEO · Director
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 | 14,617 | $0.00 | A | 102,628 | D | |
| Common StockF2 | Feb 13, 2019 | F | 6,062 | $0.00 | D | 96,566 | D |
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 RightsF4,F5,F3 | — | Feb 13, 2019 | A | 35,479 | A | — | — | Common Stock | 35,479 | 81,825 | D |
| Restricted Performance Stock RightsF1,F6,F3 | — | Feb 13, 2019 | M | 14,617 | D | — | — | Common Stock | 14,617 | 67,208 | D |
| Restricted Stock RightsF8,F7 | — | Feb 13, 2019 | A | 14,227 | A | — | — | Common Stock | 14,227 | 33,918 | 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)
- F3Each 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).
- F4The RPSRs acquired include (i) 1,906.50 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) 33,572 unvested RPSRs granted under the LTISP on 2/13/19 with a measurement period ending on 12/31/21.
- F5Total amount includes 14,616.50 vested RPSRs granted under the LTISP on 2/17/16 with a measurement period ending on 12/31/18; 33,572 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; 13,016 RPSRs granted on 9/19/18 with a measurement period ending on 12/31/20; 9,944 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; and 10,676 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19.
- F6Total amount includes 33,572 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; 13,016 RPSRs granted on 9/19/18 with a measurement period ending on 12/31/20; 9,944 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; and 10,676 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19.
- F7Each 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.
- F8Total amount includes 14,227 RSRs granted under the LTISP on 2/13/19 that will vest on 2/13/22; 4,943 RSRs granted under the LTISP on 9/19/18 that will vest on 9/19/21; 4,516 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; 4,465 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; and 5,767 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19.