0001225208-19-002770.txt : 20190215 0001225208-19-002770.hdr.sgml : 20190215 20190215162435 ACCESSION NUMBER: 0001225208-19-002770 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190213 FILED AS OF DATE: 20190215 DATE AS OF CHANGE: 20190215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jones Christopher T CENTRAL INDEX KEY: 0001559104 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16411 FILM NUMBER: 19611823 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 2019-02-13 0001133421 NORTHROP GRUMMAN CORP /DE/ NOC 0001559104 Jones Christopher T 2980 FAIRVIEW PARK DRIVE FALLS CHURCH VA 22042 1 Corp VP & Pres Tech Svcs Common Stock 2019-02-13 4 M 0 12529.2500 0.0000 A 82570.8990 D Common Stock 2019-02-13 4 F 0 5128.0000 0.0000 D 77442.8990 D Common Stock 1695.1295 I Held in Northrop Grumman Savings & Investment Plan Restricted Performance Stock Rights 2019-02-13 4 A 0 9382.2500 0.0000 A Common Stock 9382.2500 35394.2500 D Restricted Performance Stock Rights 2019-02-13 4 M 0 12529.2500 0.0000 D Common Stock 12529.2500 22865.0000 D Restricted Stock Rights 2019-02-13 4 A 0 3283.0000 0.0000 A Common Stock 3283.0000 14763.0000 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 2/17/16 with a valuation of performance measurement period ("measurement period") that ended 12/31/18. RPSRs to be settled at 115% of target. The shares are anticipated to be distributed into the participant's account on February 14, 2019. 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 12, 2019. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a change in units attributable to an individual though no acquisition or 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 applicable performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d). The RPSRs acquired include (i) 1,634.25 vested RPSRs with respect to the measurement period ended 12/31/18 acquired due to settlement of the 2016 RPSRs held at 115% of the target award and (ii) 7,748 unvested RPSRs granted under the LTISP on 2/13/19 with a measurement period ending on 12/31/21. Total amount includes 12,529.25 vested RPSRs granted under the LTISP on 2/17/16 with a measurement period ending on 12/31/18; 7,748 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; 5,966 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; and 9,151 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19. Total amount includes 7,748 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; 5,966 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; and 9,151 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 2/13/19 and will vest on 2/13/22. Total amount includes 3,283 RSRs granted under the LTISP on 2/13/19 that will vest on 2/13/22; 2,710 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; 3,827 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; and 4,943 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19. /s/ Jennifer C. McGarey, Attorney-in-Fact 2019-02-15