0001225208-18-003055.txt : 20180215
0001225208-18-003055.hdr.sgml : 20180215
20180215173827
ACCESSION NUMBER: 0001225208-18-003055
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180213
FILED AS OF DATE: 20180215
DATE AS OF CHANGE: 20180215
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CHESTON SHEILA C.
CENTRAL INDEX KEY: 0001499087
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16411
FILM NUMBER: 18618856
MAIL ADDRESS:
STREET 1: C/O NORTHROP GRUMMAN CORPORATION
STREET 2: 2980 FAIRVIEW PARK DRIVE
CITY: FALLS CHURCH
STATE: VA
ZIP: 22042
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
4
1
doc4.xml
X0306
4
2018-02-13
0001133421
NORTHROP GRUMMAN CORP /DE/
NOC
0001499087
CHESTON SHEILA C.
2980 FAIRVIEW PARK DRIVE
FALLS CHURCH
VA
22042
1
Corp. VP & General Counsel
Common Stock
2018-02-13
4
M
0
14796.0000
0.0000
A
58857.5200
D
Common Stock
2018-02-13
4
F
0
7147.0000
0.0000
D
51710.5200
D
Restricted Performance Stock Rights
2018-02-13
4
A
0
10103.0000
0.0000
A
Common Stock
10103.0000
36672.0000
D
Restricted Performance Stock Rights
2018-02-13
4
M
0
14796.0000
0.0000
D
Common Stock
14796.0000
21876.0000
D
Restricted Stock Rights
2018-02-13
4
A
0
2348.0000
0.0000
A
Common Stock
2348.0000
14308.0000
D
Shares expected to be issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/18/15 with a valuation of performance measurement period ("measurement period") that ended 12/31/17. RPSRs to be settled at 150% of target. The shares are anticipated to be distributed into the participant's account on February 22, 2018.
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 application performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d).
The RPSRs acquired include (i) 4,932 vested RPSRs with respect to the measurement period ended 12/31/17 acquired due to settlement of the 2015 RPSRs held at 150% of the target award and (ii) 5,171 unvested RPSRs granted under the LTISP on 2/13/18 with a measurement period ending on 12/31/20.
Total amount includes 14,796 vested RPSRs granted under the LTISP on 2/18/15 with a measurement period ended on 12/31/17; 5,171 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; 7,626 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; and 9,079 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18.
Total amount includes 5,171 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; 7,626 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; and 9,079 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18.
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 2/13/18 and will vest on 2/13/21.
Total amount includes 2,348 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; 3,189 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 4,120 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; and 4,651 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18.
/s/ Jennifer C. McGarey, Attorney-in-Fact
2018-02-15