0001225208-18-003057.txt : 20180215 0001225208-18-003057.hdr.sgml : 20180215 20180215173847 ACCESSION NUMBER: 0001225208-18-003057 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: Hardesty Michael A CENTRAL INDEX KEY: 0001569355 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16411 FILM NUMBER: 18618870 MAIL ADDRESS: STREET 1: 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 0001569355 Hardesty Michael A 2980 FAIRVIEW PARK DRIVE FALLS CHURCH VA 22042 1 Corp VP, Controller & CAO Common Stock 2018-02-13 4 M 0 3128.2800 0.0000 A 12678.6400 D Common Stock 2018-02-13 4 F 0 1097.0000 0.0000 D 11581.6400 D Restricted Performance Stock Rights 2018-02-13 4 A 0 2215.2800 0.0000 A Common Stock 2215.2800 8600.4800 D Restricted Performance Stock Rights 2018-02-13 4 M 0 3128.2800 0.0000 D Common Stock 3128.2800 5472.2000 D Restricted Stock Rights 2018-02-13 4 A 0 632.0000 0.0000 A Common Stock 632.0000 3367.0000 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 131% 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) 740.28 vested RPSRs with respect to the measurement period ended 12/31/17 acquired due to settlement of the 2015 RPSRs held at 131% of the target award and (ii) 1,475 unvested RPSRs granted under the LTISP on 2/13/18 with a measurement period ending on 12/31/20. Total amount includes 3,128.28 vested RPSRs granted under the LTISP on 2/18/15 with a measurement period ended on 12/31/17; 1,475 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; 1,786 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; and 2,211 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18. Total amount includes 1,475 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; 1,786 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; and 2,211 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 632 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; 765 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 947 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; and 1,023 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