SEC Form 4 · accession 0001104659-18-039156

Northrop Grumman Innovation Systems, Inc. · OA

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

Reporting owner

Frank L. Culbertson Jr.

Officer — Fmr EVP, Pres Space Sys Grp

Period of report

Jun 6, 2018

Accepted (ET)

Jun 8, 2018 · 3:37 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
Common Stock	Jun 6, 2018	D	2,016	$0.00	D	23,097	D
Common Stock^F2	Jun 6, 2018	D	23,097	$134.50	D	0	D
Common Stock	Jun 6, 2018	A	3,582	$0.00	A	3,582	D
Common Stock^F3	Jun 6, 2018	D	3,582	$134.50	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F4	$72.06	Jun 6, 2018	D	5,604	D	—	Mar 10, 2025	Common Stock	5,604	D
Employee Stock Option (Right to Buy)^F4	$79.43	Jun 6, 2018	D	5,601	D	—	Mar 17, 2026	Common Stock	5,601	D
Employee Stock Option (Right to Buy)^F4	$93.51	Jun 6, 2018	D	4,086	D	—	Feb 27, 2027	Common Stock	4,086	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"), and as a result of pro-ration in accordance with the Restricted Stock Award Agreement under the Company's 2015 Stock Incentive Plan for restricted stock grants in the year ended December 31, 2018, these shares of Company common stock were forfeited effective as of immediately prior to the effective time of the merger of the Company and Sub (the "Merger").
F2Pursuant to the Merger Agreement, effective as of immediately prior to the effective time of 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. The amount shown above represents the gross payment, but the actual payment will be less any applicable withholding for taxes.
F3Pursuant to the Merger Agreement, outstanding performance shares became fully vested immediately prior to the effective time of the Merger in accordance with the terms of the Merger Agreement, subject to pro-ration in accordance with the Merger Agreement, and were deemed vested and then converted into the right to receive a cash payment equal to the number of shares of Company common stock underlying the vested performance shares, multiplied by the per share merger consideration of $134.50, less any applicable withholding for taxes.
F4Pursuant to the Merger Agreement, effective as of the effective time of the Merger, outstanding options, whether vested or not, became fully vested in accordance with the terms of the Merger Agreement and were canceled in exchange for a cash payment equal to the number of shares of Company common stock underlying the vested options multiplied by the excess of the per share merger consideration of $134.50 over the per share exercise price, less any applicable withholding for taxes.