0001225208-17-004123.txt : 20170222
0001225208-17-004123.hdr.sgml : 20170222
20170222163501
ACCESSION NUMBER: 0001225208-17-004123
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170217
FILED AS OF DATE: 20170222
DATE AS OF CHANGE: 20170222
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: Antkowiak Patrick M.
CENTRAL INDEX KEY: 0001626333
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16411
FILM NUMBER: 17628906
MAIL ADDRESS:
STREET 1: 4 PATRICK WAY
CITY: KINGSVILLE
STATE: MD
ZIP: 21087
4
1
doc4.xml
X0306
4
2017-02-17
0001133421
NORTHROP GRUMMAN CORP /DE/
NOC
0001626333
Antkowiak Patrick M.
2980 FAIRVIEW PARK DRIVE
FALLS CHURCH
VA
22042
1
Corp VP & CTO
Common Stock
2017-02-17
4
M
0
3183.9300
0.0000
A
11922.7200
D
Common Stock
2017-02-17
4
F
0
1168.0000
243.5800
D
10754.7200
D
Common Stock
2017-02-19
4
M
0
892.0000
0.0000
A
11646.7200
D
Common Stock
2017-02-19
4
F
0
361.0000
243.5800
D
11285.7200
D
Restricted Performance Stock Rights
2017-02-17
4
A
0
4152.9300
0.0000
A
Common Stock
4152.9300
13810.9300
D
Restricted Performance Stock Rights
2017-02-17
4
M
0
3183.9300
0.0000
D
Common Stock
3183.9300
10627.0000
D
Restricted Stock Rights
2017-02-19
4
A
0
1276.0000
0.0000
A
Common Stock
1276.0000
5677.0000
D
Restricted Stock Rights
2017-02-19
4
M
0
892.0000
0.0000
D
Common Stock
892.0000
4785.0000
D
Shares issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/19/14 with a valuation of performance measurement period ("measurement period") ended 12/31/16. The RPSRs were settled at 153% of target.
Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e)
In light of the vesting date, Sunday, February 19, 2017, and in accordance with the terms of the LTISP, award shares were valued based on the Company's closing stock price on February 17, 2017, the immediately preceding business day. The shares were distributed into the participant's account on February 22, 2017.
Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 2/19/14 that vested on 2/19/17.
Shares surrendered to issuer in payment of tax liability in connection with vesting of RSRs 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 application performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d).
The RPSRs acquired include (i) 1,102.93 vested RPSRs with respect to the measurement period ended 12/31/16 acquired due to settlement of the 2014 RPSRs held at 153% of the target award and (ii) 3,050 unvested RPSRs granted under the LTISP on 2/17/17 with a measurement period ending on 12/31/19.
Total amount includes 3,183.93 vested RPSRs granted under the LTISP on 2/19/14 with a measurement period ended on 12/31/16; 3,050 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; 3,631 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; and 3,946 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17.
Total amount includes 3,050 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; 3,631 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; and 3,946 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17.
Each 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 2/17/17 and will vest on 2/17/20.
Total amount includes 1,276 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 1,648 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; 1,861 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; and 892 RSRs granted under the LTISP on 2/19/14 that vested on 2/19/17.
Total amount includes 1,276 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 1,648 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; 1,861 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; and 892 RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17.
/s/ Jennifer C. McGarey, Attorney-in-Fact
2017-02-22