SEC Form 4 · accession 0001104659-18-038962
Northrop Grumman Innovation Systems, Inc. · OA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Roman Martinez IV
Director
Period of report
Jun 6, 2018
Accepted (ET)
Jun 7, 2018 · 5:40 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000866121
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 6, 2018 | D | 3,000 | $134.50 | D | 0 | D | |
| Common StockF1 | Jun 6, 2018 | D | 1,000 | $134.50 | D | 0 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock UnitsF2 | — | Jun 6, 2018 | D | 15,566 | D | — | — | Common Stock | 15,566 | 0 | D |
| Phantom Stock UnitsF3 | — | Jun 6, 2018 | D | 7,633 | D | — | — | Common Stock | 7,633 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated as of September 17, 2017 (the "Merger Agreement"), among Northrop Grumman Innovation Systems, Inc. (formerly known as Orbital ATK, Inc.) (the "Company"), Northrop Grumman Corporation and Neptune Merger, Inc., a wholly owned subsidiary of Northrop Grumman Corporation ("Sub"), effective as of immediately prior to the effective time of the merger of the Company and Sub (the "Merger"), these shares of Company common stock were converted into the right to receive a cash payment equal to the per share merger consideration of $134.50.
- F2Pursuant to the Merger Agreement, effective as of the effective time of the Merger, outstanding deferred stock units became fully vested in accordance with the terms of the Merger Agreement and were converted into the right to receive a cash payment equal to the number of shares of Company common stock underlying the vested deferred stock units multiplied by the per share merger consideration of $134.50, less any applicable withholding for taxes, payable in accordance with, and subject to, the deferral elections applicable to such deferred stock units as of immediately prior to the effective time of the Merger.
- F3Pursuant to the Merger Agreement, effective as of the effective time of the Merger, outstanding phantom stock units became fully vested in accordance with the terms of the Merger Agreement and were converted into the right to receive a cash payment equal to the number of shares of Company common stock underlying the vested phantom stock units multiplied by the per share merger consideration of $134.50, less any applicable withholding for taxes, payable in accordance with, and subject to, the deferral elections applicable to such phantom stock units as of immediately prior to the effective time of the Merger.