0001225208-17-004136.txt : 20170222 0001225208-17-004136.hdr.sgml : 20170222 20170222164001 ACCESSION NUMBER: 0001225208-17-004136 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: Warden Kathy J CENTRAL INDEX KEY: 0001559112 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16411 FILM NUMBER: 17628988 MAIL ADDRESS: STREET 1: 2980 FAIRVIEW PARK DRIVE CITY: FALLS CHURCH STATE: VA ZIP: 22042 4 1 doc4.xml X0306 4 2017-02-17 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 2017-02-17 4 M 0 26830.9200 0.0000 A 91873.3500 D Common Stock 2017-02-17 4 F 0 12197.0000 243.5800 D 79676.3500 D Common Stock 2017-02-19 4 M 0 7560.0000 0.0000 A 87236.3500 D Common Stock 2017-02-19 4 F 0 3607.0000 243.5800 D 83629.3500 D Restricted Performance Stock Rights 2017-02-17 4 A 0 19377.9200 0.0000 A Common Stock 19377.9200 62842.9200 D Restricted Performance Stock Rights 2017-02-17 4 M 0 26830.9200 0.0000 D Common Stock 26830.9200 36012.0000 D Restricted Stock Rights 2017-02-17 4 A 0 4465.0000 0.0000 A Common Stock 4465.0000 23746.0000 D Restricted Stock Rights 2017-02-19 4 M 0 7560.0000 0.0000 D Common Stock 7560.0000 16186.0000 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 148% 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 2011 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) 8,701.92 vested RPSRs with respect to the measurement period ended 12/31/16 acquired due to settlement of the 2014 RPSRs held at 148% of the target award and (ii) 10,676 unvested RPSRs granted under the LTSIP on 2/17/17 with a measurement period ending on 12/31/19. Total amount includes 26,830.92 vested RPSRs granted under the LTISP on 2/19/14 with a measurement period ended on 12/31/16; 10,676 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; 12,710 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; and 12,626 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17. Total amount includes 10,676 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; 12,710 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; and 12,626 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 4,465 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 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; and 7,560 RSRs granted under the LTISP on 2/19/14 that vested on 2/19/17. 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. Total amount includes 4,465 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 5,767 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; and 5,954 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18. /s/ Jennifer C. McGarey, Attorney-in-Fact 2017-02-22