SEC Form 4 · accession 0001225208-19-003292
NORTHROP GRUMMAN CORP /DE/ · NOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wesley G Bush
Officer — Chairman · Director
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 StockF1,F2 | Feb 19, 2019 | M | 16,478 | $0.00 | A | 39,937 | D | |
| Common StockF1,F3 | Feb 19, 2019 | F | 7,311 | $287.35 | D | 32,626 | D | |
| Common StockF4 | Feb 20, 2019 | S | 11,500 | $287.57 | D | 21,126 | D | |
| Common StockF5 | Feb 20, 2019 | S | 760 | $286.94 | D | 54,791 | I | Held in Bush Trust No. 4 |
| Common StockF6 | Feb 20, 2019 | S | 18,882 | $287.11 | D | 35,909 | I | Held in Bush Trust No. 4 |
| Common StockF7 | Feb 20, 2019 | S | 1,800 | $286.77 | D | 53,749 | I | Held in Wesley G. Bush Rev. Trust |
| Common StockF8 | Feb 20, 2019 | S | 2,796 | $288.22 | D | 50,953 | I | Held in Wesley G. Bush Rev. Trust |
| Common StockF9 | Feb 20, 2019 | S | 18,864 | $287.42 | D | 32,089 | I | Held in Wesley G. Bush Rev. Trust |
| Common StockF10 | Feb 20, 2019 | S | 2,600 | $286.82 | D | 236,459 | I | Held in WG&NF Bush Family Trust |
| Common StockF11 | Feb 20, 2019 | S | 29,298 | $287.19 | D | 207,161 | I | Held in WG&NF Bush Family Trust |
| Common StockF12 | holding | — | — | — | 5,637 | 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 RightsF2,F14,F13 | — | Feb 19, 2019 | M | 16,478 | D | — | — | Common Stock | 16,478 | 21,789 | 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.
- F10Represents the weighted average sale price of $286.82 rounded to the nearest hundredth. The highest price at which the shares were sold was $286.995 and the lowest price at which the shares were sold was $286.48. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
- F11Represents the weighted average sale price of $287.19 rounded to the nearest hundredth. The highest price at which the shares were sold was $287.99 and the lowest price at which the shares were sold was $287.00. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
- F12Held 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.
- F13Each 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.
- F14Total amount includes 9,033 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; and 12,756 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20.
- 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).
- F4Represents the weighted average sale price of $287.57 rounded to the nearest hundredth. The highest price at which the shares were sold was $287.61 and the lowest price at which the shares were sold was $287.53. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
- F5Represents the weighted average sale price of $286.94 rounded to the nearest hundredth. The highest price at which the shares were sold was $286.995 and the lowest price at which the shares were sold was $286.78. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
- F6Represents the weighted average sale price of $287.11 rounded to the nearest hundredth. The highest price at which the shares were sold was $287.50 and the lowest price at which the shares were sold was $287.005. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
- F7Represents the weighted average sale price of $286.77 rounded to the nearest hundredth. The highest price at which the shares were sold was $286.995 and the lowest price at which the shares were sold was $286.53. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
- F8Represents the weighted average sale price of $288.22 rounded to the nearest hundredth. The highest price at which the shares were sold was $288.36 and the lowest price at which the shares were sold was $288.05. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
- F9Represents the weighted average sale price of $287.42 rounded to the nearest hundredth. The highest price at which the shares were sold was $287.97 and the lowest price at which the shares were sold was $287.020. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.