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