0001225208-13-005157.txt : 20130222 0001225208-13-005157.hdr.sgml : 20130222 20130222211006 ACCESSION NUMBER: 0001225208-13-005157 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130220 FILED AS OF DATE: 20130222 DATE AS OF CHANGE: 20130222 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: 13636039 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 2013-02-20 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 2013-02-20 4 M 0 2340.0000 0.0000 A 2340.0000 D Common Stock 2013-02-20 4 F 0 774.0000 66.0400 D 1566.0000 D Common Stock 1349.3800 I Held in Northrop Grumman Savings & Investment Plan Restricted Performance Stock Rights 2013-02-20 4 A 0 32548.0000 0.0000 A Common Stock 32548.0000 42829.0000 D Restricted Performance Stock Rights 2013-02-20 4 M 0 2340.0000 0.0000 D Common Stock 2340.0000 40489.0000 D Restricted Stock Rights 2013-02-20 4 A 0 11357.0000 66.0400 A Common Stock 11357.0000 24634.0000 D Shares issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2001 Long-Term Incentive Stock Plan (the "2001 LTISP") on 2/15/11 with a valuation of performance measurement period ("measurement period") ended 12/31/12. The RPSRs were settled at 200% of target. 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 20, 2013. 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. Each Restricted Performance Stock Right ("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) 1,170 additional vested RPSRs with respect to the measurement period ended 12/31/12 acquired due to settlement of the 2010 RPSRs held at 200% of the target award and (ii) 31,378 unvested RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/20/13 with a measurement period ending on 12/31/15. Total amount includes 2,340 vested RPSRs granted under the 2001 LTISP on 2/15/11 with a measurement period ended on 12/31/12; 31,378 unvested RPSRs granted under the LTISP on 2/20/13 with a measurement period ending on 12/31/15; 4,106 unvested RPSRs granted under the LTISP on 2/15/12 with a measurement period ending on 12/31/14; and 5,005 unvested RPSRs granted under the 2001 LTISP on 2/15/11 with a measurement period ending on 12/31/13. Total amount includes 31,378 unvested RPSRs granted under the LTISP on 2/20/13 with a measurement period ending on 12/31/15; 4,106 unvested RPSRs granted under the LTISP on 2/15/12 with a measurement period ending on 12/31/14; and 5,005 unvested RPSRs granted under the 2001 LTISP on 2/15/11 with a measurement period ending on 12/31/13. 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 2/20/13 and will vest on 2/20/16. Total amount includes 11,357 RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16; 11,517 RSRs granted under the LTISP on 7/19/12 that will vest on 7/19/15; and 1,760 RSRs granted under the LTISP on 2/15/12 that will vest on 2/15/15. /s/ Jennifer C. McGarey, Attorney-in-Fact 2013-02-22