SEC Form 4 · accession 0001140361-18-009936

Northrop Grumman Innovation Systems, Inc. · OA

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

Reporting owner

Officer — President and CEO · Director

Period of report

Feb 21, 2018

Accepted (ET)

Feb 23, 2018 · 5:43 pm EST

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^F2	Feb 21, 2018	A	11,961	$0.00	A	107,664	D
Common Stock^F2	Feb 21, 2018	F	4,253	$131.80	D	103,411	D
Common Stock^F2	Feb 21, 2018	A	188	$0.00	A	103,599	D
Common Stock^F2	Feb 21, 2018	F	188	$131.80	D	103,411	D
Common Stock	holding	—	—		—	10,147	I	By Spouse
Common Stock	holding	—	—		—	2,374	I	By 401(k) Plan

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Deferred Stock Units^F4	—	Feb 21, 2018	A	7,786	A	—	—	Common Stock	7,786	7,786	D

F1Shares acquired represent payment of a performance share award (PSA) under the Issuer's 2005 Stock Incentive Plan, and shares disposed represent shares withheld from the PSA to pay withholding taxes.
F231,036 of these shares are subject to certain restrictions including possible forfeiture under Orbital ATK, Inc.'s stock incentive plans.
F3Shares simultaneously acquired and disposed represent shares withheld to pay Medicare taxes in connection with the payment of a PSA and the reporting person's deferral of the remaining performance shares under the Issuer's Nonqualified Deferred Compensation Plan (NQDCP) (reported in Table II of this Form).
F4The Deferred Stock Units were credited to the reporting person's account under the Issuer's NQDCP in lieu of a payment by the Issuer of performance shares under the Issuer's 2005 Stock Incentive Plan. The number of units credited to the reporting person's account was determined on a 1-for-1 basis equal to the number of shares of common stock that would have been paid, reduced by the number of shares having a value equal to the Issuer's Medicare tax withholding obligation as a result of the deferral of the payment of the shares. The units will be settled 100% in shares of the Issuer's common stock following the reporting person's termination of employment or such other date specified by the reporting person under the terms of the NQDCP.