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