SEC Form 4 · accession 0001225208-19-003288

· 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 19, 2019

Accepted (ET)

Feb 21, 2019 · 5:22 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,F2	Feb 19, 2019	M	2,884	$0.00	A	26,501	D
Common Stock^F1,F3	Feb 19, 2019	F	1,301	$287.35	D	25,200	D
Common Stock^F4	holding	—	—		—	519	I	Held in Northrop Grumman Financial Security and Savings Program
Common Stock^F5	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 Stock Rights^F2,F7,F6	—	Feb 19, 2019	M	2,884	D	—	—	Common Stock	2,884	5,892	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).
F4Held in the Northrop Grumman Financial Security and Savings Program (the "FSSP Plan"), a qualified profit sharing plan, as of February 19, 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.
F5Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 19, 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.
F6Each 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.
F7Total 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; and 2,296 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20.