David W Thompson Form 4 Northrop Grumman Innovation Systems / DAVID W THOMPSON ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

THOMPSON DAVID W

(Last) (First) (Middle)

NORTHROP GRUMMAN INNOVATION SYSTEMS, INC

2980 FAIRVIEW PARK DR.

(Street)

FALLS CHURCH VA 22042

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Northrop Grumman Innovation Systems, Inc. [ OA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Former President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/06/2018		D(1)		8,465	D	$0	83,274	D
Common Stock	06/06/2018		D		83,274	D	$134.5(2)	0	D
Common Stock	06/06/2018		D		10,147	D	$134.5(2)	0	I	By Spouse
Common Stock	06/06/2018		D		2,385	D	$134.5(2)	0	I	By 401(k) Plan
Common Stock	06/06/2018		A(3)		17,146	A	$0	17,146	D
Common Stock	06/06/2018		D(3)		17,146	D	$134.5(3)	0	D
Common Stock	06/06/2018		A(4)		70	A	$0	70	D
Common Stock	06/06/2018		D(4)		70	D	$134.5(4)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units	(5)	06/06/2018		A			4,764	(5)	(5)	Common Stock	4,764	$0	12,569	D
Deferred Stock Units	(6)	06/06/2018		D			12,569	(6)	(6)	Common Stock	12,569	$134.5(6)	0	D
Employee Stock Option (Right to Buy)	$72.06	06/06/2018		D			23,392	(7)	03/10/2025	Common Stock	23,392	(7)	0	D
Employee Stock Option (Right to Buy)	$79.43	06/06/2018		D			23,380	(7)	03/17/2026	Common Stock	23,380	(7)	0	D
Employee Stock Option (Right to Buy)	$93.51	06/06/2018		D			17,163	(7)	02/27/2027	Common Stock	17,163	(7)	0	D

Explanation of Responses:

1. Pursuant 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").

2. Pursuant 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.

3. Pursuant 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.

4. This 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.

5. These 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.

6. Pursuant 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.

7. Pursuant 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.

	/s/ James S. Black, II, Attorney-in-Fact	06/08/2018
	** Signature of Reporting Person	Date
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