SEC Form 4 · accession 0001104659-18-038966

Northrop Grumman Innovation Systems, Inc. · OA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Jun 6, 2018

Accepted (ET)

Jun 7, 2018 · 5:41 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 Stock^F1	Jun 6, 2018	D	2,076	$134.50	D	0	D
Common Stock^F1	Jun 6, 2018	D	12,234	$134.50	D	0	I	By Trust

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Deferred Stock Units^F2	—	Jun 6, 2018	D	2,190	D	—	—	Common Stock	2,190	0	D

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.