0001104659-18-038962.txt : 20180607
0001104659-18-038962.hdr.sgml : 20180607
20180607174014
ACCESSION NUMBER: 0001104659-18-038962
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180606
FILED AS OF DATE: 20180607
DATE AS OF CHANGE: 20180607
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MARTINEZ ROMAN IV
CENTRAL INDEX KEY: 0001276303
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10582
FILM NUMBER: 18887564
MAIL ADDRESS:
STREET 1: 90 OARJ AVE 4TH FLOOR
STREET 2: GREENPOINT BANK
CITY: NEW YORK
STATE: NY
ZIP: 10016
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Northrop Grumman Innovation Systems, Inc.
CENTRAL INDEX KEY: 0000866121
STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760]
IRS NUMBER: 411672694
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2980 FAIRVIEW PARK DRIVE
CITY: FALLS CHURCH
STATE: VA
ZIP: 22042
BUSINESS PHONE: 7032802900
MAIL ADDRESS:
STREET 1: 2980 FAIRVIEW PARK DRIVE
CITY: FALLS CHURCH
STATE: VA
ZIP: 22042
FORMER COMPANY:
FORMER CONFORMED NAME: ORBITAL ATK, INC.
DATE OF NAME CHANGE: 20150209
FORMER COMPANY:
FORMER CONFORMED NAME: ALLIANT TECHSYSTEMS INC
DATE OF NAME CHANGE: 19930328
4
1
a4.xml
4
X0306
4
2018-06-06
1
0000866121
Northrop Grumman Innovation Systems, Inc.
OA
0001276303
MARTINEZ ROMAN IV
NORTHROP GRUMMAN INNOVATION SYSTEMS, INC
2980 FAIRVIEW PARK DR.
FALLS CHURCH
VA
22042
1
0
0
0
Common Stock
2018-06-06
4
D
0
3000
134.50
D
0
D
Common Stock
2018-06-06
4
D
0
1000
134.50
D
0
I
By Spouse
Deferred Stock Units
2018-06-06
4
D
0
15566
134.50
D
Common Stock
15566
0
D
Phantom Stock Units
2018-06-06
4
D
0
7633
134.50
D
Common Stock
7633
0
D
Pursuant to the Agreement and Plan of Merger, dated as of September 17, 2017 (the "Merger Agreement"), among Northrop Grumman Innovation Systems, Inc. (formerly known as Orbital ATK, Inc.) (the "Company"), Northrop Grumman Corporation and Neptune Merger, Inc., a wholly owned subsidiary of Northrop Grumman Corporation ("Sub"), effective as of immediately prior to the effective time of the merger of the Company and Sub (the "Merger"), these shares of Company common stock were converted into the right to receive a cash payment equal to the per share merger consideration of $134.50.
Pursuant to the Merger Agreement, effective as of the effective time of the Merger, outstanding deferred stock units became fully vested in accordance with the terms of the Merger Agreement and were converted into the right to receive a cash payment equal to the number of shares of Company common stock underlying the vested deferred stock units multiplied by the per share merger consideration of $134.50, less any applicable withholding for taxes, payable in accordance with, and subject to, the deferral elections applicable to such deferred stock units as of immediately prior to the effective time of the Merger.
Pursuant to the Merger Agreement, effective as of the effective time of the Merger, outstanding phantom stock units became fully vested in accordance with the terms of the Merger Agreement and were converted into the right to receive a cash payment equal to the number of shares of Company common stock underlying the vested phantom stock units multiplied by the per share merger consideration of $134.50, less any applicable withholding for taxes, payable in accordance with, and subject to, the deferral elections applicable to such phantom stock units as of immediately prior to the effective time of the Merger.
/s/ James S. Black, II, Attorney-in-Fact
2018-06-07