0001225208-16-027150.txt : 20160219 0001225208-16-027150.hdr.sgml : 20160219 20160219192238 ACCESSION NUMBER: 0001225208-16-027150 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160217 FILED AS OF DATE: 20160219 DATE AS OF CHANGE: 20160219 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: Jones Christopher T CENTRAL INDEX KEY: 0001559104 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16411 FILM NUMBER: 161443258 MAIL ADDRESS: STREET 1: 2980 FAIRVIEW PARK DRIVE CITY: FALLS CHURCH STATE: VA ZIP: 22042 4 1 doc4.xml X0306 4 2016-02-17 0001133421 NORTHROP GRUMMAN CORP /DE/ NOC 0001559104 Jones Christopher T 2980 FAIRVIEW PARK DRIVE FALLS CHURCH VA 22042 1 Corp VP & Pres Tech Svcs Common Stock 2016-02-17 4 M 0 47067.0000 0.0000 A 64327.3080 D Common Stock 2016-02-17 4 F 0 21694.0000 190.0600 D 42633.3080 D Common Stock 1619.6970 I Held in Northrop Grumman Savings & Investment Plan Restricted Performance Stock Rights 2016-02-17 4 A 0 26584.0000 0.0000 A Common Stock 26584.0000 83920.0000 D Restricted Performance Stock Rights 2016-02-17 4 M 0 47067.0000 0.0000 D Common Stock 47067.0000 36853.0000 D Restricted Stock Rights 2016-02-17 4 A 0 4943.0000 0.0000 A Common Stock 4943.0000 27717.0000 D 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. 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. 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 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. 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) 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. 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. 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. 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. 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 2016-02-19