SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Caylor Mark A

(Last) (First) (Middle)
2980 FAIRVIEW PARK DRIVE

(Street)
FALLS CHURCH VA 22042

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NORTHROP GRUMMAN CORP /DE/ [ NOC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Corp VP & Pres ES & CSO
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/17/2016 M 30,123 (1) A $0.0000 44,382.69 D
Common Stock 02/17/2016 M 1,148 (2) A $41.14 45,530.69 D
Common Stock 02/17/2016 S 1,148 D $185.61 44,382.69 D
Common Stock 02/17/2016 F 14,689 (3) D $190.06 29,693.69 D
Common Stock 33.604 I Held in Northrop Grumman Savings & Investment Plan (4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Performance Stock Rights (5) 02/17/2016 A 19,120 (6) (5) (5) Common Stock 19,120 $0.0000 55,776 (7) D
Restricted Performance Stock Rights (5) 02/17/2016 M 30,123 (1) (5) (5) Common Stock 30,123 $0.0000 25,653 (8) D
Restricted Stock Rights (9) 02/17/2016 A 4,120 (9) (9) Common Stock 4,120 $0.0000 18,676 (10) D
Stock Option (Right-to-buy) $41.14 02/17/2016 M 1,148 (2) 02/17/2016 Common Stock 1,148 $41.14 0.0000 D
Explanation of Responses:
1. Shares issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/20/13 with a valuation of performance measurement period ("measurement period") ended 12/31/15. The RPSRs were settled at 150% of target.
2. The option is fully exercisable.
3. Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e).
4. Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 12, 2016. 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.
5. 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).
6. The RPSRs acquired include (i) 10,041 additional vested RPSRs with respect to the measurement period ended 12/31/15 acquired due to settlement of the 2013 RPSRs held at 150% of the target award and (ii) 9,079 unvested RPSRs granted under the LTISP on 2/17/16 with a measurement period ending on 12/31/18.
7. Total amount includes 30,123 vested RPSRs granted under the LTISP on 2/20/13 with a measurement period ended on 12/31/15; 9,079 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; 6,905 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; and 9,669 RPSRs granted on 2/19/14 with a measurement period ending on 12/31/16.
8. Total amount includes 9,079 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; 6,905 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; and 9,669 RPSRs granted on 2/19/14 with a measurement period ending on 12/31/16.
9. 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 2/17/16 and will vest on 2/17/19.
10. Total amount includes 4,120 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; 3,256 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; 4,032 RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17; and 7,268 RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16.
/s/ Jennifer C. McGarey, Attorney-in-Fact 02/19/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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