SEC Form 4 · accession 0001225208-16-025379
LOCKHEED MARTIN CORP · LMT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard F Ambrose
Officer — Executive Vice President
Period of report
Jan 28, 2016
Accepted (ET)
Feb 2, 2016 · 6:29 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000936468
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 28, 2016 | A | 31,301 | $0.00 | A | 31,301 | D | |
| Common StockF2 | Jan 28, 2016 | M | 8,404 | $0.00 | A | 39,705 | D | |
| Common StockF3 | Jan 28, 2016 | M | 165 | $0.00 | A | 39,870 | D | |
| Common StockF4 | Jan 28, 2016 | F | 17,767 | $0.00 | D | 22,103 | D | |
| Common StockF5 | holding | — | — | — | 189 | I | Lockheed Martin Salaried Savings Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6 | — | Jan 28, 2016 | M | 8,404 | D | — | Jan 28, 2016 | Common Stock | 8,404 | 0 | D |
| Restricted Stock UnitsF6,F7 | — | Jan 28, 2016 | A | 3,656 | A | — | Jan 28, 2019 | Common Stock | 3,656 | 3,656 | D |
| Restricted Stock UnitsF3,F6 | — | Jan 28, 2016 | M | 165 | D | — | Jan 29, 2018 | Common Stock | 165 | 3,735 | D |
| Phantom Stock UnitsF9,F8 | — | Jan 28, 2016 | A | 2,056 | A | — | — | Common Stock | 2,056 | 3,039 | I |
| Phantom Stock UnitsF8,F10 | — | holding | — | — | — | — | — | Common Stock | 2,063 | 2,063 | I |
| Phantom Stock UnitsF8,F11 | — | holding | — | — | — | — | — | Common Stock | 7,507 | 7,507 | I |
Explanation of responses
- F1Represents shares acquired upon settlement of performance stock units (PSUs) granted on January 28, 2013 following the end of a three-year performance period 2013-2015 (Performance Cycle). The amount earned during the Performance Cycle is based on the satisfaction of performance against three separate financial metrics. The shares were acquired at $206.66 per share based on the LMT closing price on January 28, 2016.
- F10Phantom stock units previously acquired under the Lockheed Martin Supplemental Salaried Savings Plan exempt under Section 16(b) and will be settled upon the Reporting Person's retirement or termination of service.
- F11Phantom stock units previously acquired under the Lockheed Martin Deferred Management Incentive Compensation Plan exempt under Section 16(b) which will be settled in stock upon the Reporting Person's retirement or termination of service.
- F2Each restricted stock unit granted on January 28, 2013 was the economic equivalent of one share of LMT common stock.
- F3Represents the accelerated vesting of shares received upon the conversion of a portion of restricted stock units granted on January 29, 2015 with a value equal to the tax withholding obligations for the retirement-eligible Reporting Person and disposition to the Issuer of such shares to satisfy the Reporting Person's tax withholding obligations, which transaction is exempt under Rule 16b-3. Tax withholding is required following certification of a one-year performance goal for a retirement-eligible Reporting Person or when the Reporting Person becomes retirement-eligible, if later.
- F4Disposition to the Issuer of shares at $206.66 per share to satisfy the Reporting Person's tax withholding obligations upon vesting of stock units which is exempt under Rule 16b-3.
- F5End of period holdings include additional shares acquired through dividend reinvestment.
- F6Each restricted stock unit represents a contingent right to receive one share of LMT common stock.
- F7Award of restricted stock units which vests on the third anniversary of the grant date. In accordance with the award agreement, vesting will be accelerated to the extent necessary to satisfy tax withholding obligations for retirement-eligible Reporting Persons and such vested shares shall be disposed to the Issuer for the purposes of satisfying the Reporting Person's tax withholding obligations, which is an exempt transaction under Rule 16b-3. Tax withholding is required following certification of a one-year performance goal for a retirement-eligible Reporting Person or when the Reporting Person becomes retirement-eligible, if later.
- F8The phantom stock units convert on a 1-for-1 basis.
- F9Phantom stock units acquired at $206.66 through voluntary deferral under the Lockheed Martin Long Term Incentive Plan exempt under Section 16(b) which will be settled in settled in stock upon the Reporting Person's retirement or termination of service.