0001225208-18-003060.txt : 20180215 0001225208-18-003060.hdr.sgml : 20180215 20180215173829 ACCESSION NUMBER: 0001225208-18-003060 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: Pamiljans Janis G CENTRAL INDEX KEY: 0001701037 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16411 FILM NUMBER: 18618863 MAIL ADDRESS: STREET 1: 212 LANSING ISLAND DRIVE CITY: INDIAN HARBOUR BEACH STATE: FL ZIP: 32937 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 0001701037 Pamiljans Janis G 2980 FAIRVIEW PARK DRIVE FALLS CHURCH VA 22042 1 Corp VP & President AS Systems Common Stock 2018-02-13 4 M 0 6037.7900 0.0000 A 16079.1500 D Common Stock 2018-02-13 4 S 0 2557.0000 335.1200 D 13522.1500 D Common Stock 2018-02-13 4 F 0 2860.0000 0.0000 D 10662.1500 D Common Stock 6138.4456 I Held in Northrop Grumman Savings & Investment Plan Restricted Performance Stock Rights 2018-02-13 4 A 0 8389.7900 0.0000 A Common Stock 8389.7900 24179.7900 D Restricted Performance Stock Rights 2018-02-13 4 M 0 6037.7900 0.0000 D Common Stock 6037.7900 18142.0000 D Restricted Stock Rights 2018-02-13 4 A 0 3161.0000 0.0000 A Common Stock 3161.0000 11064.0000 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 (i) 2/18/15 with a valuation of performance measurement period ("measurement period") that ended 12/31/17 and (ii) 2/17/16 with a 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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e). Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 9, 2018. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a decrease in units attributable to an individual though no disposition occurred. 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) 1,428.79 vested RPSRs with respect to the measurement period ended 12/31/17 acquired due to settlement of the 2015 RPSRs and 2016 RPSRs held at 131% and 131% of the target award, respectively and (ii) 6,961 unvested RPSRs granted under the LTISP on 2/13/18 with a measurement period ending on 12/31/20. Total amount includes 3,015.62 vested RPSRs granted under the LTISP on 2/18/15 with a measurement period ended on 12/31/17; 3,022.17 RPSRs granted under the LTISP on 2/17/16 with a measurement period ending on 12/31/17; 6,961 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; 9,395 RPSRs granted on 4/1/17 with a measurement period ending on 12/31/19; and 1,786 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19. Total amount includes 6,961 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; 9,395 RPSRs granted on 4/1/17 with a measurement period ending on 12/31/19; and 1,786 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19. 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 3,161 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; 3,789 RSRs granted under the LTISP on 4/1/17 that will vest on 4/1/18; 765 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 2,362 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/18; and 987 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