SEC Form 4 · accession 0001225208-17-002063
LOCKHEED MARTIN CORP · LMT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marillyn A Hewson
Officer — Chairman, Pres. & CEO · Director
Period of report
Jan 26, 2017
Accepted (ET)
Jan 30, 2017 · 6:47 pm 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 26, 2017 | M | 763 | $0.00 | A | 70,930 | D | |
| Common StockF2 | Jan 26, 2017 | F | 763 | $254.97 | D | 70,167 | D | |
| Common StockF3 | Jan 27, 2017 | A | 54,777 | $253.50 | A | 124,944 | D | |
| Common StockF4 | Jan 27, 2017 | M | 21,913 | $0.00 | A | 146,857 | D | |
| Common StockF2,F5 | Jan 27, 2017 | F | 38,329 | $253.50 | D | 108,528 | D | |
| Common StockF5 | holding | — | — | — | 433 | 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 UnitsF7,F6 | — | Jan 26, 2017 | A | 14,003 | A | — | Jan 26, 2020 | Common Stock | 14,003 | 14,003 | D |
| Restricted Stock UnitsF1,F6 | — | Jan 26, 2017 | M | 763 | D | — | Jan 28, 2019 | Common Stock | 763 | 16,005 | D |
| Restricted Stock UnitsF6 | — | Jan 27, 2017 | M | 21,913 | D | — | Jan 27, 2017 | Common Stock | 21,913 | 0 | D |
Explanation of responses
- F1Represents the accelerated vesting of shares received upon the conversion of a portion of restricted stock units (RSUs) granted on January 28, 2016 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. The balance of the RSUs remain subject to continued vesting.
- F2Disposition to the Issuer of shares to satisfy the reporting person's tax withholding obligation upon vesting of restricted stock units which is exempt under Rule 16b-3.
- F3Shares acquired upon settlement of performance stock units granted on January 27, 2014, following the end of a three-year performance period 2014-2016 (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 $253.50 per share, the closing price of LMT on January 27, 2017.
- F4Each restricted stock unit granted on January 27, 2014 was the economic equivalent of one share of LMT common stock.
- F5End of period holdings include additional acquisitions 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. Per the award agreement, vesting may 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.