0001225208-15-005002.txt : 20150220
0001225208-15-005002.hdr.sgml : 20150220
20150220160350
ACCESSION NUMBER: 0001225208-15-005002
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150218
FILED AS OF DATE: 20150220
DATE AS OF CHANGE: 20150220
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NORTHROP GRUMMAN CORP /DE/
CENTRAL INDEX KEY: 0001133421
STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812]
IRS NUMBER: 800640649
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2980 FAIRVIEW PARK DRIVE
STREET 2: C/O NORTHROP GRUMMAN CORP
CITY: FALLS CHURCH
STATE: VA
ZIP: 22042
BUSINESS PHONE: 703-280-2900
MAIL ADDRESS:
STREET 1: 2980 FAIRVIEW PARK DRIVE
STREET 2: C/O NORTHROP GRUMMAN CORP
CITY: FALLS CHURCH
STATE: VA
ZIP: 22042
FORMER COMPANY:
FORMER CONFORMED NAME: NNG INC
DATE OF NAME CHANGE: 20010129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BUSH WESLEY G
CENTRAL INDEX KEY: 0001216503
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16411
FILM NUMBER: 15635643
4
1
doc4.xml
X0306
4
2015-02-18
0001133421
NORTHROP GRUMMAN CORP /DE/
NOC
0001216503
BUSH WESLEY G
2980 FAIRVIEW PARK DRIVE
FALLS CHURCH
VA
22042
1
1
Chairman, CEO and President
Common Stock
2015-02-18
4
M
0
153819.0000
0.0000
A
270992.0000
D
Common Stock
2015-02-18
4
F
0
73372.0000
167.6800
D
197620.0000
D
Common Stock
5293.3820
I
Held in Northrop Grumman Savings & Investment Plan
Common Stock
268649.0000
I
Held in WG&NF Bush Family Trust
Restricted Performance Stock Rights
2015-02-18
4
A
0
92420.0000
0.0000
A
Common Stock
92420.0000
349764.0000
D
Restricted Performance Stock Rights
2015-02-18
4
M
0
153819.0000
0.0000
D
Common Stock
153819.0000
195945.0000
D
Restricted Stock Rights
2015-02-18
4
A
0
16745.0000
0.0000
A
Common Stock
16745.0000
75767.0000
D
Shares issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/15/12 with a valuation of performance measurement period ("measurement period") ended 12/31/14. The RPSRs were settled at 150% of target.
Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e).
Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 13, 2015. 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.
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).
The RPSRs acquired include (i) 51,273 additional vested RPSRs with respect to the measurement period ended 12/31/14 acquired due to settlement of the 2012 RPSRs held at 150% of the target award and (ii) 41,147 unvested RPSRs granted under the LTISP on 2/18/15 with a measurement period ending on 12/31/17.
Total amount includes 153,819 vested RPSRs granted under the LTISP on 2/15/12 with a measurement period ended on 12/31/14; 41,147 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; 54,387 unvested RPSRs granted under the LTISP on 2/19/14 with a measurement period ending on 12/31/16; and 100,411 unvested RPSRs granted under the LTISP on 2/20/13 with a measurement period ending on 12/31/15.
Total amount includes 41,147 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; 54,387 unvested RPSRs granted under the LTISP on 2/19/14 with a measurement period ending on 12/31/16; and 100,411 unvested RPSRs granted under the LTISP on 2/20/13 with a measurement period ending on 12/31/15.
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 2/18/15 and will vest on 2/18/18.
Total amount includes 16,745 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; 22,680 RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17; and 36,342 RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16.
/s/ Jennifer C. McGarey, Attorney-in-Fact
2015-02-20