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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ORBITAL ATK, INC. [ OA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/09/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 02/09/2015 | F(1) | 9,579 | D | $65.25 | 74,719(2) | D | |||
Common Stock | 1,299(3) | I | By 401(k) Plan |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Stock Units | (4) | 02/09/2015 | A(5) | 44,162 | 03/31/2015 | 03/31/2015 | Common Stock | 44,162 | $0 | 44,162 | D | ||||
Restricted Stock Units | (4) | 02/09/2015 | A(5) | 23,110 | 03/31/2016 | 03/31/2016 | Common Stock | 23,110 | $0 | 23,110 | D | ||||
Restricted Stock Units | (4) | 02/09/2015 | A(5) | 14,995 | 03/31/2017 | 03/31/2017 | Common Stock | 14,995 | $0 | 14,995 | D | ||||
Employee Stock Option (right to buy) | $26.2528(6) | (7) | 03/06/2022 | Common Stock | 58,915(6) | 58,915 | D | ||||||||
Employee Stock Option (right to buy) | $30.4041(8) | (9) | 03/05/2023 | Common Stock | 52,631(8) | 52,631 | D | ||||||||
Employee Stock Option (right to buy) | $61.6541(10) | (11) | 03/11/2024 | Common Stock | 22,117(10) | 22,117 | D |
Explanation of Responses: |
1. Shares withheld to pay taxes for vesting of restricted stock in connection with spin-off (Spin-off) of Vista Outdoor Inc. from Alliant Techsystems Inc. (ATK) and pursuant to terms of Transaction Agreement relating to Spin-off. |
2. 8,997 of these shares are subject to restrictions including possible forfeiture under ATK's 2005 Stock Incentive Plan. |
3. Based on a plan statement dated December 31, 2014. |
4. 1-for-1. |
5. In connection with Spin-off, and pursuant to terms of Transaction Agreement, Performance Awards under ATK's 2005 Stock Incentive Plan, which would have been payable following three-year performance period ending on vesting date and based upon achievement of certain performance levels, converted to time-vested Restricted Stock Units. |
6. This option was previously reported as an option for 58,915 shares of common stock at an exercise price of $56.79 per share but was adjusted as a result of the Spin-off. |
7. Three annual installments beginning 3/6/13. |
8. This option was previously reported as an option for 52,631 shares of common stock at an exercise price of $65.77 per share but was adjusted as a result of the Spin-off. |
9. Three annual installments beginning 3/5/14. |
10. This option was previously reported as an option for 22,117 shares of common stock at an exercise price of $133.37 per share but was adjusted as a result of the Spin-off. |
11. Three annual installments beginning 3/11/15. |
/s/Mark W. DeYoung | 02/19/2015 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |