SEC Form 4 · accession 0001104659-18-039169

Northrop Grumman Innovation Systems, Inc. · OA

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

Reporting owner

David W Thompson

Officer — Former President and CEO · Director

Period of report

Jun 6, 2018

Accepted (ET)

Jun 8, 2018 · 3:53 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	8,465	$0.00	D	83,274	D
Common Stock^F2	Jun 6, 2018	D	83,274	$134.50	D	0	D
Common Stock^F2	Jun 6, 2018	D	10,147	$134.50	D	0	I	By Spouse
Common Stock^F2	Jun 6, 2018	D	2,385	$134.50	D	0	I	By 401(k) Plan
Common Stock	Jun 6, 2018	A	17,146	$0.00	A	17,146	D
Common Stock^F3	Jun 6, 2018	D	17,146	$134.50	D	0	D
Common Stock	Jun 6, 2018	A	70	$0.00	A	70	D
Common Stock^F4	Jun 6, 2018	D	70	$134.50	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Deferred Stock Units^F5	—	Jun 6, 2018	A	4,764	D	—	—	Common Stock	4,764	12,569	D
Deferred Stock Units^F6	—	Jun 6, 2018	D	12,569	D	—	—	Common Stock	12,569	0	D
Employee Stock Option (Right to Buy)^F7	$72.06	Jun 6, 2018	D	23,392	D	—	Mar 10, 2025	Common Stock	23,392	0	D
Employee Stock Option (Right to Buy)^F7	$79.43	Jun 6, 2018	D	23,380	D	—	Mar 17, 2026	Common Stock	23,380	0	D
Employee Stock Option (Right to Buy)^F7	$93.51	Jun 6, 2018	D	17,163	D	—	Feb 27, 2027	Common Stock	17,163	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"), 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.
F4This acquisition and disposition of shares, which occurred simultaneously, represent the withholding and the conversion into the per share merger consideration of $134.50, respectively of Company common stock underlying vested performance shares equal (in the aggregate) to the amount of Medicare taxes owed in connection with the reporting person's deferral under the Company's Nonqualified Deferred Compensation Plan (the "NQDCP"), which deferral, credited as deferred stock units, is reported in Table II of this Form 4.
F5These deferred stock units were credited to the reporting person's account under the NQDCP in lieu of the payment of Company common stock underlying the deferred portion of the reporting person's vested performance shares. The number of deferred stock units credited to the reporting person's account was determined on a one-for-one basis equal to the number of shares of Company common stock that would have been paid in respect of such deferred portion of vested performance shares, reduced by the number of shares having a value equal to the Company's Medicare tax withholding obligation resulting from the deferral of such payment.
F6Pursuant 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.
F7Pursuant 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.