0001225208-16-027154.txt : 20160219 0001225208-16-027154.hdr.sgml : 20160219 20160219192348 ACCESSION NUMBER: 0001225208-16-027154 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: Warden Kathy J CENTRAL INDEX KEY: 0001559112 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16411 FILM NUMBER: 161443264 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 0001559112 Warden Kathy J 2980 FAIRVIEW PARK DRIVE FALLS CHURCH VA 22042 1 Corp VP & Pres Mission Syst Common Stock 2016-02-17 4 M 0 56481.0000 0.0000 A 88461.4300 D Common Stock 2016-02-17 4 F 0 26180.0000 190.0600 D 62281.4300 D Restricted Performance Stock Rights 2016-02-17 4 A 0 31537.0000 0.0000 A Common Stock 31537.0000 99946.0000 D Restricted Performance Stock Rights 2016-02-17 4 M 0 56481.0000 0.0000 D Common Stock 56481.0000 43465.0000 D Restricted Stock Rights 2016-02-17 4 A 0 5767.0000 0.0000 A Common Stock 5767.0000 32909.0000 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. Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e). 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) 18,827 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) 12,710 unvested RPSRs granted under the LTISP on 2/17/16 with a measurement period ending on 12/31/18. Total amount includes 56,481 vested RPSRs granted under the LTISP on 2/20/13 with a measurement period ended on 12/31/15; 12,710 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; 12,626 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; and 18,129 RPSRs granted on 2/19/14 with a measurement period ending on 12/31/16. Total amount includes 12,710 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; 12,626 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; and 18,129 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 5,767 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; 5,954 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; 7,560 RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17; and 13,628 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