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