SEC Form 4 · accession 0001209191-19-018969
HUNTINGTON INGALLS INDUSTRIES, INC. · HII
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kellye L Walker
Officer — Ex. VP and Chief Legal Officer
Period of report
Mar 8, 2019
Accepted (ET)
Mar 12, 2019 · 6:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001501585
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 8, 2019 | A | 30 | $200.12 | A | 15,026 | D | |
| Common Stock | Mar 11, 2019 | F | 16 | $200.12 | D | 15,010 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| SEP UnitF2 | — | holding | — | — | — | — | — | Common Stock | 667 | 2,835 | D |
Explanation of responses
- F1Huntington Ingalls Industries, Inc. paid a cash dividend of $0.86 per share of common stock on March 8, 2019. Pursuant to the terms of the Huntington Ingalls Industries, Inc. 2012 Long-Term Incentive Stock Plan, shares of common stock representing the dividend were issued to the reporting person in a transaction exempt by Rule 16b-3. The reporting person received shares of common stock, rather than a cash payment for the dividend, because the shares to which the dividend relates were in the form of restricted performance stock rights (RPSRs) as of the February 22, 2019 record date. The shares underlying the RPSRs were issued to the reporting person after the record date.
- F2The issuer's outside administrator for the issuer's Savings Excess Plan holds issuer stock in a pooled fund as a participant investment option. Participant contributions designated for investment in issuer common stock are accounted for as units of interest in the issuer stock fund. Each unit was valued at $49.29 as of February 28, 2019. The unit value can fluctuate with fluctuations in the value of the issuer common stock and the daily cash position of the issuer stock fund. The number of shares of issuer stock attributable to the reporting person can be determined at any time by first multiplying the number of units in the reporting person's account by the then current unit price and dividing the total by the price of the issuer common stock. As of February 28, 2019, the reporting person held an equivalent of 667.20 shares in the issuer Savings Excess Plan. The Savings Excess plan is a "Non-Qualified Plan" as defined in 16b-3(b)(2).