| 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)
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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) 02/17/2009 | ||||||||||||||||||||||||||
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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 | 02/17/2009 | F | 8,869 | D | $44.99 | 126,731(1) | D | |||
| Common Stock | 02/17/2009 | J(2) | 3,240 | D(2) | $44.99 | 123,491(1) | D | |||
| Common Stock | 02/17/2009 | A | 57,250 | A | $44.99 | 180,741(3) | D | |||
| Common Stock | 02/17/2009 | J(4) | 14,891 | D | $0.00 | 165,850(3) | D | |||
| Common Stock | 02/17/2009 | J(4) | 14,891 | A | $0.00 | 118,279 | I | Trustee: WG&NF Bush Family Trust | ||
| Common Stock | 4,476.028 | I | See footnote.(5) | |||||||
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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 | ||||||||
| Stock Option (Right-to-Buy) | $44.99 | 02/17/2009 | A | 329,100 | 02/17/2010(6) | 02/17/2016 | Common Stock | 329,100 | $0.00 | 329,100 | D | ||||
| Explanation of Responses: |
| 1. Total amount includes 40,000 unvested Restricted Stock Rights granted under the 2001 Long-Term Incentive Stock Plan (LTISP ) on 5/16/06 with 100% vesting on 5/16/10; 32,000 unvested Restricted Performance Stock Rights (RPSRs) granted under the 2001 LTISP on 2/28/07 with a valuation of performance measurement period ("measurement period") ending on 12/31/09; and 36,600 RPSRs granted under the 2001 LTISP on 2/27/08 with the measurement period ending on 12/31/10. Grants awarded pursuant to Rule 16b-3(d). |
| 2. The measurement period for this installment of Restricted Performance Stock Rights (RPSRs) ended on 12/31/08, and the decrease in the number of shares represent a payout below the target for the 2008 performance period. |
| 3. Total amount includes 40,000 unvested Restricted Stock Rights granted under the 2001 Long-Term Incentive Stock Plan (LTISP ) on 5/16/06 with 100% vesting on 5/16/10; 32,000 unvested Restricted Performance Stock Rights (RPSRs) granted under the 2001 LTISP on 2/28/07 with a valuation of performance measurement period ("measurement period") ending on 12/31/09; 36,600 RPSRs granted under the 2001 LTISP on 2/27/08 with the measurement period ending on 12/31/10; and 57,250 RPSRs granted under the 2001 LTISP on 2/17/09 with the measurement period ending on 12/31/11. Grants awarded pursuant to Rule 16b-3(d). |
| 4. Transfer of shares to family trust. |
| 5. Held in the Northrop Grumman Savings and Investment Plan, a qualified profit sharing plan, as of January 30, 2009. 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. |
| 6. The option vests over a period of three years to the extent of one-third (33%) annual equal installments on 2/17/10, 2/17/11 and 2/17/12. |
| /s/ Kathleen M. Salmas, Attorney-in-fact for Wesley G. Bush | 02/19/2009 | |
| ** 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. | ||