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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol NORTHROP GRUMMAN CORP /DE/ [ NOC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 02/17/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 02/17/2016 | M | 47,067(1) | A | $0.0000 | 64,327.308(2) | D | |||
Common Stock | 02/17/2016 | F | 21,694(3) | D | $190.06 | 42,633.308(2) | D | |||
Common Stock | 1,619.697 | I | Held in Northrop Grumman Savings & Investment Plan(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Restricted Performance Stock Rights | (5) | 02/17/2016 | A | 26,584(6) | (5) | (5) | Common Stock | 26,584 | $0.0000 | 83,920(7) | D | ||||
Restricted Performance Stock Rights | (5) | 02/17/2016 | M | 47,067(1) | (5) | (5) | Common Stock | 47,067 | $0.0000 | 36,853(8) | D | ||||
Restricted Stock Rights | (9) | 02/17/2016 | A | 4,943 | (9) | (9) | Common Stock | 4,943 | $0.0000 | 27,717(10) | D |
Explanation of Responses: |
1. Shares issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/20/13 with a valuation of performance measurement period ("measurement period") ended 12/31/15. The RPSRs were settled at 150% of target. |
2. Amount also includes shares acquired under the Issuer's Dividend Reinvestment Plan through transaction date February 12, 2016, which transactions are exempted from Section 16 and not reportable under Rule 16a-11. |
3. Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e). |
4. Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 12, 2016. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a decrease in units attributable to an individual though no disposition occurred. |
5. Each RPSR represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the Issuer's election, cash or a combination of cash and Issuer common stock. The RPSRs vest if the applicable performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d). |
6. The RPSRs acquired include (i) 15,689 additional vested RPSRs with respect to the measurement period ended 12/31/15 acquired due to settlement of the 2013 RPSRs held at 150% of the target award and (ii) 10,895 unvested RPSRs granted under the LTISP on 2/17/16 with a measurement period ending on 12/31/18. |
7. Total amount includes 47,067 vested RPSRs granted under the LTISP on 2/20/13 with a measurement period ended on 12/31/15; 10,895 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; 10,850 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; and 15,108 RPSRs granted on 2/19/14 with a measurement period ending on 12/31/16. |
8. Total amount includes 10,895 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; 10,850 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; and 15,108 RPSRs granted on 2/19/14 with a measurement period ending on 12/31/16. |
9. Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the election of the Issuer's Compensation Committee, cash or a combination of cash and Issuer common stock. The RSRs were granted under the LTISP on 2/17/16 and will vest on 2/17/19. |
10. Total amount includes 4,943 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; 5,117 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; 6,300 RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17; and 11,357 RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16. |
/s/ Jennifer C. McGarey, Attorney-in-Fact | 02/19/2016 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |