SEC Form 4 · accession 0001104659-18-039161
Northrop Grumman Innovation Systems, Inc. · OA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher Anthony Voci
Officer — Former VP and Controller
Period of report
Jun 6, 2018
Accepted (ET)
Jun 8, 2018 · 3:41 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 | Jun 6, 2018 | D | 604 | $0.00 | D | 1,400 | D | |
| Common StockF2 | Jun 6, 2018 | D | 1,400 | $134.50 | D | 0 | D | |
| Common Stock | Jun 6, 2018 | A | 658 | $0.00 | A | 658 | D | |
| Common StockF3 | Jun 6, 2018 | D | 658 | $134.50 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
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.