0001225208-19-003292.txt : 20190221 0001225208-19-003292.hdr.sgml : 20190221 20190221172241 ACCESSION NUMBER: 0001225208-19-003292 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190219 FILED AS OF DATE: 20190221 DATE AS OF CHANGE: 20190221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BUSH WESLEY G CENTRAL INDEX KEY: 0001216503 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16411 FILM NUMBER: 19622970 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 2019-02-19 0001133421 NORTHROP GRUMMAN CORP /DE/ NOC 0001216503 BUSH WESLEY G 2980 FAIRVIEW PARK DRIVE FALLS CHURCH VA 22042 1 1 Chairman Common Stock 2019-02-19 4 M 0 16478.0000 0.0000 A 39937.4000 D Common Stock 2019-02-19 4 F 0 7311.0000 287.3500 D 32626.4000 D Common Stock 2019-02-20 4 S 0 11500.0000 287.5700 D 21126.4000 D Common Stock 2019-02-20 4 S 0 760.0000 286.9400 D 54791.2500 I Held in Bush Trust No. 4 Common Stock 2019-02-20 4 S 0 18882.0000 287.1100 D 35909.2500 I Held in Bush Trust No. 4 Common Stock 2019-02-20 4 S 0 1800.0000 286.7700 D 53749.2500 I Held in Wesley G. Bush Rev. Trust Common Stock 2019-02-20 4 S 0 2796.0000 288.2200 D 50953.2500 I Held in Wesley G. Bush Rev. Trust Common Stock 2019-02-20 4 S 0 18864.0000 287.4200 D 32089.2500 I Held in Wesley G. Bush Rev. Trust Common Stock 2019-02-20 4 S 0 2600.0000 286.8200 D 236459.0000 I Held in WG&NF Bush Family Trust Common Stock 2019-02-20 4 S 0 29298.0000 287.1900 D 207161.0000 I Held in WG&NF Bush Family Trust Common Stock 5636.6260 I Held in Northrop Grumman Savings & Investment Plan Restricted Stock Rights 2019-02-19 4 M 0 16478.0000 0.0000 D Common Stock 16478.0000 21789.0000 D In accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), because the third anniversary of the grant (February 17, 2019) fell on a weekend, the award shares vested on February 19, 2019, the next business day. The vested award shares were valued based on the Company's closing stock price on February 19, 2019. The shares will be distributed into the participant's account on February 20, 2019. Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 2/17/16 that vested on 2/19/19. Shares surrendered to issuer in payment of tax liability in connection with vesting of RSRs in accordance with Rule 16b-3(e). Represents the weighted average sale price of $287.57 rounded to the nearest hundredth. The highest price at which the shares were sold was $287.61 and the lowest price at which the shares were sold was $287.53. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4. Represents the weighted average sale price of $286.94 rounded to the nearest hundredth. The highest price at which the shares were sold was $286.995 and the lowest price at which the shares were sold was $286.78. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4. Represents the weighted average sale price of $287.11 rounded to the nearest hundredth. The highest price at which the shares were sold was $287.50 and the lowest price at which the shares were sold was $287.005. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4. Represents the weighted average sale price of $286.77 rounded to the nearest hundredth. The highest price at which the shares were sold was $286.995 and the lowest price at which the shares were sold was $286.53. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4. Represents the weighted average sale price of $288.22 rounded to the nearest hundredth. The highest price at which the shares were sold was $288.36 and the lowest price at which the shares were sold was $288.05. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4. Represents the weighted average sale price of $287.42 rounded to the nearest hundredth. The highest price at which the shares were sold was $287.97 and the lowest price at which the shares were sold was $287.020. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4. Represents the weighted average sale price of $286.82 rounded to the nearest hundredth. The highest price at which the shares were sold was $286.995 and the lowest price at which the shares were sold was $286.48. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4. Represents the weighted average sale price of $287.19 rounded to the nearest hundredth. The highest price at which the shares were sold was $287.99 and the lowest price at which the shares were sold was $287.00. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4. Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 19, 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 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. Total amount includes 9,033 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; and 12,756 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20. /s/ Jennifer C. McGarey, Attorney-in-Fact 2019-02-21