SEC Form 4 · accession 0001225208-19-003284
NORTHROP GRUMMAN CORP /DE/ · NOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A Hardesty
Officer — Corp VP, Controller & CAO
Period of report
Feb 19, 2019
Accepted (ET)
Feb 21, 2019 · 5:21 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,F2 | Feb 19, 2019 | M | 947 | $0.00 | A | 9,247 | D | |
| Common StockF1,F3 | Feb 19, 2019 | F | 428 | $287.35 | D | 8,819 | D | |
| Common StockF4 | Feb 19, 2019 | S | 2,307 | $285.99 | D | 6,512 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock RightsF2,F6,F5 | — | Feb 19, 2019 | M | 947 | D | — | — | Common Stock | 947 | 2,163 | D |
Explanation of responses
- F1In accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), because the third anniversary of the grant (February 17, 2019) fell on a weekend, the award shares vested on February 19, 2019, the next business day. The vested award shares were valued based on the Company's closing stock price on February 19, 2019. The shares will be distributed into the participant's account on February 20, 2019.
- F2Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 2/17/16 that vested on 2/19/19.
- F3Shares surrendered to issuer in payment of tax liability in connection with vesting of RSRs in accordance with Rule 16b-3(e).
- F4The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F5Each 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.
- F6Total amount includes 766 RSRs granted under the LTISP on 2/13/19 that will vest on 2/13/22; 632 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; and 765 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20.