David W Thompson Form 4 ORBITAL ATK / 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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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)

C/O ORBITAL ATK

45101 WARP DRIVE

(Street)

DULLES VA 20166

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ORBITAL ATK, 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)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2018

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	02/21/2018		A(1)		11,961	A	$0	107,664(2)	D
Common Stock	02/21/2018		F(1)		4,253	D	$131.8	103,411(2)	D
Common Stock	02/21/2018		A(3)		188	A	$0	103,599(2)	D
Common Stock	02/21/2018		F(3)		188	D	$131.8	103,411(2)	D
Common Stock								10,147	I	By Spouse
Common Stock								2,374	I	By 401(k) Plan

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	(4)	02/21/2018		A		7,786		(4)	(4)	Common Stock	7,786	$0	7,786	D

Explanation of Responses:

1. Shares 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.

2. 31,036 of these shares are subject to certain restrictions including possible forfeiture under Orbital ATK, Inc.'s stock incentive plans.

3. Shares 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).

4. The 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.

	/s/ Richard N. Osborne, Attorney-in-Fact	02/23/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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